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CM-06-03-048CITY OF ROUND ROCK AGREEMENT FOR ENVIRONMENTAL SERVICES WITH COMPLIANCE RESOURCES, INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § That this Agreement for environmsetal services (referred to herein as the "Agreement") is made and entered into on this the 33day of the month of fl EC , 2006, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and COMPLIANCE RESOURCES, INC., a Texas corporation whose offices are located at 2540B Shell Road, Georgetown, Texas 78628 (referred to herein as the "Contractor" or "CRI"). This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to have certain environmental services performed relating to the Kiphen Road Project, including but not limited to preparation of Storm Water Pollution Prevention Plan, performance of site inspections, preparation of documents related to storm water permitting, preparation of storm water signage, and other consulting and inspection services; and WHEREAS, CRI agrees to provide such services for City on a contractual basis; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein, the parties mutually agree as follows: 1.01 DEFINITIONS A. Agreement means the mutually binding legal contract between City and CRI whereby CRI is obligated to provide specified services and perform specified obligations, and City is obligated to perform specified obligations. B. City means the City of Round Rock, located in Williamson and Travis Counties, Texas. 00096849/j kg C. Contractor or CRI means Compliance Resources, Inc., or any of its successors or assigns. D. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. E. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. 2.01 EFFECTIVE DATE, DURATION, AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto, and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. Term. CRI is expected to complete the services described herein in accordance with the work schedule contained herein in Section 3.01. If CRI does not- perform the services in accordance therewith, then City shall have the right to terminate this Agreement as set forth herein. So long as City elects not to terminate this Agreement, it shall continue from day to day until such time as the services are completed. Any services performed or costs incurred after date of termination shall not be eligible for reimbursement. CRI shall notify City in writing as soon as possible if it determines, or reasonably anticipates, that the services will not be completed in accordance with the agreed work schedule. C. Work Schedule. CRI acknowledges that the work schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required hereunder so that the applicable portions of the Kiphen Road Project may be commenced and completed as scheduled. In this regard, CRI shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required hereunder in a professional manner. D. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 SCOPE OF SERVICES A. This Agreement and any exhibits shall evidence the entire understanding and agreement between the parties as to Scope of Services and shall supersede any prior proposals, correspondence or discussions. 2 B. CRI shall satisfactorily provide all services and deliverables described under this section within the contract term specified herein. CRI's undertakings shall be limited to performing services for City and/or advising City concerning those matters on which CRI has been specifically engaged. CRI shall perform its services in accordance with this Agreement and in accordance with the referenced Scope of Services. CRI shall perform its services in a professional and workmanlike manner. C. CRI shall not undertake work that is beyond the Scope of Services set forth herein in this section. However, either party may make written requests for changes to the Scope of Services. To be effective, a change to the Scope of Services must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. D. CRI will provide the following services: (1) Storm Water Pollution Prevention Plan. CRI will provide site specific, comprehensive Storm Water Pollution Prevention Plan ("SWP3") in accordance with the TCEQ/EPA requirements based on the site's erosion control plan. The SWP3 will include the following: Site Description, Site Map, Best Management Practices (such as erosion controls), Spill Prevention and Response Plan, Non - Storm Water Discharges, and Inspection Forms.. SWP3s are modified based on site changes and inspection results as required by TCEQ/EPA. With respect to Storm Water Pollution Prevention Plan, the SWP3 shall be completed by CRI and furnished to City within three (3) weeks following receipt of site plans. (2) Site Inspections. CRI will conduct site inspections every fourteen (14) days and within twenty-four (24) hours of a 0.5" or greater rainfall event for federal requirements. Findings will be documented in accordance with applicable regulations. Inspection findings of non-compliant conditions, erosion controls requiring maintenance, and site compliance notifications will be made to site management. Reports of findings will be submitted to the Development Manager following each inspection. (3) With respect to Site Inspections, services shall continue under this Agreement until construction is complete on the Project. Storm Water Permitting. CRI will prepare a Notice of Intent and Notice of Termination for filing prior to beginning construction, and once construction activities are complete, as needed. With respect to Storm Water Permitting, services shall continue under this Agreement until construction is complete on the Project. 3 (4) Storm Water Signage. CRI will prepare required Storm Water Information signage in weather -resistant format for posting near the site entrance. With respect to Storm Water Signage, signage shall be completed by CRI and furnished to City within three (3) weeks following receipt of site plans. (5) Miscellaneous Services. CRI will furnish other services as follows: consulting, preparing responses to any investigation or inspection by TCEQ/EPA, attorneys, or third party requests for information. 4.01 CRI'S CONTRACTUAL RESPONSIBILITIES A. CRI agrees to perform all of its contractual responsibilities and obligations in accordance with standards of the industry. CRI shall use best efforts to supervise and direct its agents or employees competently, efficiently, and safely. B. CRI agrees to furnish and assume full responsibility for all services, facilities, equipment, materials and incidentals necessary for its proper performance hereunder. C. CRI hereby affirms and confirms that it has the capability of properly and lawfully performing under this Agreement. Services will be provided in a timely, accurate and complete manner, but will necessarily depend upon the timeliness, accuracy and completeness of information provided to it by City and any relevant third parties. D. CRI, to the extent reasonably necessary to perform its duties hereunder, shall be authorized to engage the services of any agents, assistants, persons, or corporations that it may deem proper to aid or assist in the proper performance of its duties. All costs of such assistance shall be borne by CRI. 5.01 CITY'S DESIGNATED REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf: Bill Stablein City of Round Rock, Transportation Division 212 Commerce Cove Round Rock, Texas 78664 Telephone: (512) 218-5562 Fax Number: (512) 218-3242 6.01 FEE SCHEDULE A. In consideration for the professional services to be performed by CRI, City agrees to pay CRI as follows: 4 (1) For Storm Water Pollution Prevention Plan, the fixed sum of One Thousand Seven Hundred Fifty Dollars and No/100 ($1,750.00), which sum includes the following: (1) a rush fee of $250.00 added for the SWP3 needed before the standard three-week turnaround time; (2) charges for storm water permitting excluding the $100.00 application fee required by TCEQ to be submitted with the NO1 to obtain permit coverage; and (3) charges for storm water signage. (2) For biweekly and significant rainfall site inspections, the fixed sum of Two Hundred Fifty Dollars and No/100 ($250.00) per month for a total of fourteen (14) months, equaling the maximum sum of Three Thousand Five Hundred Dollars and No/100 ($3,500.00). B. Payment for Reimbursable Expenses: There shall be no additional payment by City to CRI for reimbursable expenses. C. Not -to -Exceed Total Payment for Services: Unless subsequently changed by Supplemental Agreement to this Agreement, CRI' s total compensation for professional services hereunder shall not exceed Five Thousand Dollars and No/100 ($5,000.00). This amount represents the absolute limit of City's liability to CRI hereunder unless same shall be changed by additional Supplemental Agreement, and City shall pay, strictly within the confines of the not -to - exceed sum recited herein, CRI's professional fees for work done on behalf of City. D. Deductions: No deductions shall be made for CRI's compensation on account of penalty, liquidated damages or other sums withheld from payments to CRI. E. Additions: No additions shall be made to CRI's compensation based upon project claims, whether paid by City or denied. 7.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT A. Invoices. To receive payment following submission of all deliverables, CRI shall prepare and submit detailed progress invoices to City, in a form acceptable to City, for services rendered. Such invoices for professional services shall track the referenced Scope of Services, and shall detail the services performed, along with documentation for each service performed. Payment to CRI shall be made on the basis of the invoices submitted by CRI and approved by City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by City relative to service deliverables, CRI shall comply promptly. In this regard, should City determine it necessary, CRI shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. B. Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to CRI and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, City shall endeavor to pay CRI promptly, but no later than the time period required under the Texas Prompt Payment Act described herein. Under no circumstances shall CRI be entitled to receive interest on payments which are late because of a good faith dispute between CRI and City or because of amounts which City has a right to withhold under this Agreement or state law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon CRI's net income. 8.01 LIMITATION TO SCOPE OF SERVICES CRI and City agree that the scope of services to be performed is enumerated in Section 3.01 herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by City which may be influenced by but not be dependent on CRI's work. 9.01 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by the City Council or City Manager, if City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. CRI shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. CRI shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and City shall not be responsible for actions by CRI nor for any costs incurred by CRI relating to additional work not directly authorized by Supplemental Agreement. 10.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving CRI a written notice of termination at the end of its then current fiscal year. 11.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to CRI will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. CRI may charge a late fee of one percent (1%) for payments not made in accordance with this 6 prompt payment policy; however, this policy does not apply to payments made by City in the event: (1) There is a bona fide dispute between City and CRI concerning the supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or (2) The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or (3) There is a bona fide dispute between the parties and subcontractors or between a subcontractor and its suppliers concerning supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or (4) Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 10.01 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 as an anticipatory repudiation of this Agreement. 11.01 DEFAULT A. CRI shall be declared in default of this Agreement if it does any of the following: (1) Fails to make any payment in full when due; (2) Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; (3) Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or (4) Becomes insolvent or seeks relief under United States bankruptcy laws. B. City may terminate this Agreement, in whole or in part, for default if City provides CRI with written notice of such default and CRI fails to cure such default to the satisfaction of City within ten (10) business days of receipt of such notice (or a greater time if permitted by City). C. If CRI defaults in performance of this Agreement and if City terminates this Agreement for such default, then City shall give consideration to the actual costs incurred by CRI in performing the work to the date of default. The cost of the work that is useable to City, the cost to City of employing another firm to complete the useable work, and other relevant factors will affect the value to City of the work performed at the time of default. CRI shall not be entitled to any lost or anticipated profits for work terminated for default hereunder. D. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. E. Nothing contained in this section shall require City to pay for any work with is unsatisfactory as determined by City, or which is not submitted in compliance with the terms of this Agreement. 12.01 TERMINATION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to CRI. B. In the event of any default by CRI, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to CRI. C. CRI has the right to terminate this Agreement for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. The parties acknowledge their understanding that, immediately upon receipt of notice of termination, all work being performed under this Agreement by CRI shall cease. CRI shall invoice City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. CRI 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 City upon termination of this Agreement, and shall be promptly delivered to City in a reasonably organized form without restriction on future use. Should City subsequently contract with a new consultant for continuation of service on the project, CRI shall cooperate in providing information. E. Termination of this Agreement shall extinguish all rights, duties, and obligations of City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. 8 F. Nothing contained in this section shall require City to pay for any work which is unsatisfactory as determined by City or which is not submitted in compliance with the terms of this Agreement. 13.01 INDEPENDENT CONTRACTOR STATUS CRI is an independent contractor, and is not City's employee. CRI's employees or subcontractors are not City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. CRI and City agree to the following rights consistent with an independent contractor relationship: (1) CRI has the right to perform services for others during the term hereof. (2) CRI has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed. (3) CRI has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) CRI or its employees or subcontractors shall perform services required hereunder, and City shall not hire, supervise, or pay assistants to help CRI. (5) Neither CRI nor its employees or subcontractors shall receive training from City in skills necessary to perform services required by this Agreement. (6) City shall not require CRI or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither CRI nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. 14.01 CITY'S RESPONSIBILITIES A. Full information. City shall provide full information regarding project requirements. City shall have the responsibility of providing CRI with such documentation and information as is reasonably required to enable CRI to provide the services called for. City shall cause its employees and any third parties who are otherwise assisting, advising or representing City to cooperate on a timely basis with CRI in the provision of its services. CRI may rely upon written information provided by City and its employees and agents as accurate and complete. CRI may rely upon any written directives provided by City or its designated representative concerning provision of services. B. Required materials. CRI's performance requires receipt of all requested information reasonably necessary to provision of services. City shall furnish information which includes but is not limited to access to City property, preliminary information and/or data regarding City, pertinent correspondence with other local municipal and planning officials, previous analyses or studies, and other pertinent information. CRI agrees, within ten (10) days of the effective date of this Agreement, to provide City with a comprehensive and detailed information request list. 15.01 REPRESENTATIONS AND WARRANTIES A. CRI represents and warrants that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re -perform any work not in compliance with this warranty. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, CRI DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES RENDERED BY ITS PERSONNEL OR THE RESULT OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL YIELD OR ACHIEVE ANY PARTICULAR RESULT. B. CRI and City respectively represent and warrant that each has the power and authority to enter into and perforin its obligations under this Agreement. 16.01 LIMITATION OF LIABILITY A. Should any of CRI's services not conform to the requirements of this Agreement, then and in that event City shall give written notification to CRI; thereafter, (a) CRI shall either promptly re -perform such services to City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. B. In no event will CRI be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by. City, its directors, employees or agents. C. In no event shall CRI be liable to City, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of CRI), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total professional fees paid by City to CRI under this Agreement, except to the extent determined to have resulted from CRI's gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. 10 17.01 INDEMNIFICATION A. CRI and City each agree to indemnify, defend and hold harmless the other from and against any and all amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible personal property to the extent arising out of the indemnitor's negligence in the performance of this Agreement. B. The indemnities in this section are contingent upon: (1) the indemnified party promptly notifying the indemnifying party in writing of any claim which gives rise to a claim for indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense and settlement of such claim; and (3) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling a claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing. 18.01 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. 19.01 LOCAL, STATE AND FEDERAL TAXES CRI shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. City will not do the following: (1) Withhold FICA from CRI's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on CRI's behalf; or (3) Withhold any state or federal income tax from any payments which are made to CRI. If requested, City shall. provide CRI with a certificate from the Texas State Comptroller indicating that City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 20.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES CRI, 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 11 Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. CRI shall further obtain all permits, licenses, trademarks, or copyrights required in the performance of the services contracted for herein, and same shall belong solely to City at the expiration of the term of this Agreement. 21.01 FINANCIAL INTEREST PROHIBITED CRI covenants and represents that CRI, 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 under this Agreement. 22.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to CRI: Notice to City: Susan Tyler, Vice President Compliance Resources, Inc. Post Office Box 3000, Suite 246 Georgetown, TX 78627-3000 City Manager City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and CRI: 12 23.01 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 enforcement of any 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 the State of Texas. 24.01 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 understand and 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. 25.01 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City shall select one mediator and CRI shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. City and CRI 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. 26.01 FORCE MAJEURE Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. CRI shall not be deemed in default of its obligations to City if its failure to perform or its substantial delay in performance is due to City's failure to timely provide requested information, data, documentation, or other material necessary for Consultant to perform its obligations. 13 27.01 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. 28.01 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner according to generally accepted business attraction practices. 1.32 GENERAL AND MISCELLANEOUS A. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. B. 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. C. Time is of the essence in this Agreement. D. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. City agrees to provide CRI with one fully executed original. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. 14 CITY OF ROUND ROCK, TEXAS By: Printed Na e: Jt in &5 2 • /\) L1 SGS Pe . Title: C.1 j 13-31-0U) !f3NA F,612� Date Signed: •3- 31- 0U) Attest: By: R.M1ouLtuiito,k Christine R. Martinez, City Secretary For City, Ap i r Bv. ved as to Form: Stepha Sheets, City Attorney COMPLIANCE RESOURCES, INC. By: Printed Name: 6fieu i i ✓t v1 Title: S tG(.eyl.,t" Date Signed: 3 jz (06 15 Date: March 13, 2006 Subject: City Manager Action - March 31, 2006 Item: Consider an action by the City Manager to approve an environmental services agreement with Compliance Resources Inc., in conjunction with the Kiphen Road project. Department: Transportation Services Staff Person: Thomas G. Martin, P.E., Director of Transportation Services Justification: Compliance Resources, Inc., will provide one or more of the following services: (1) provide site specific, comprehensive Storm Water Pollution Prevention Plan (SWP3) in accordance with TCEQ/EPA requirements based on the site's erosion control plan; (2) Site inspections; (3) storm water permitting; (4) prepare required Storm Water Information signage in weather -resistant format for posting near the entrance to work site; (4) provide other services such as consulting, preparing responses to any investigation/inspection by TCEQ/EPA, attorneys, or third party requests for information. FUNDING: Cost: $4,000.00 Source of Funds: 4B -RR Transportation Development Corp. Outside Resources: Compliance Resources Incorporated Background Information: In order to be compliant with State and Federal guidelines for storm water pollution control, CRI will provide the necessary reports and documentation on a bi-weekly basis for the Kiphen Road project. Public comment: N/A Request for City Council/City Manager Action City Council 0 City Manager Submit completed form for ALL City Manager and City Council approvals. Department Name: Contact Person: Project Project Coordinator. Assigned Attorney: Transportation Services Cindy Fronk (CM ONLY)/Latha Kumar Bill Stablein Thomas G. Martin, P.E., Director of TS Barbara Boulevare•Welis Council or City Manager 3/102006 Blue Sheet Wording Project Name: Kph. Road For Ad inistration Use ONLY Tag *: Documents: Scan Date: Return to: Ric Bowden ContractorNendor. compliance Resources Inc. Funding Source: 4B Amount sa,000.O0 Action authorizing the City Manager to approve an environmental services agreement with CompNance Resources Inc., conjunction with the Kiphen Road project. X Finance Information Is Funding Required? 1 1 I 1 itooccocccca I Finance Approval °Finance o Finance O Purchasing Budget El Yes © No Initial Construction Contract Construction Contract Amendment M Change Order d Change in Quantify Unforeseen Circumstances Initial Professional Services Agreement Supplemental Professional Svcs. Agr. i Purchasing/Service Agreement Purchase Order Item(s) to be purchased: Amount $4,000 Other (Please clearly identify action on lines below) Date Date Date Date For Submission to ALL Citv Council and City Manaaer Action Items Project Mgr. Signature: Dept. Director Signature*: City Attorney Signatu City Manager Signature: * Dept. Director a Bill Stablein Date: 2/6/2006 l---' T omas G. rtin P.E., Director of TS Date: 2/6/2006i���04ar• Mit Date:3 34/OG Date: 3-31—©L Approval and is required for ALL items requesting City Manager/City Council approval. Names Christine Martinez/Sherri Monore Noelle Jones/Cheryl Delaney Teresa Beldsoe Lathe Kumar/Laura Flores Vickie Moreno/Kathy Miller Shelley Gonzales/Rose McMillin Dale Ricklefs Vanessa ShraunerlDebbie Davila Rids White/Brenda Craytor Charles Meserole/Rosie Diaz Request for City Council/City Manager Action fai City Council City Manager For Administration Use ONLY Received: Tag # Submit completed form for all City Manager and City Council approvals. Original Documents Received: Department Name: Transportation Services Contact Person: Latha Kumar/Tiffany CaIley Project Project Name: Kiphen Road ContractorNendor: Manager/Resource: Bill Stablein Funding Source: Project Coordinator: Thomas G. Martin, P.E., Director of TS Amount: Assigned Attorney: Barbara Boulware-Wells Account Number: Council or City Manager Approval Date: 03.31.06 Blue Sheet Wording Compliance Resources Inc. 4B -RR Transportation Development Corp. $4,000.00 Consider an action by the City Manager to approve an enviromental services agreement with Compliance Resources Inc., in conjunction with the Kiphen Road project. Finance Information Is Funding Required? o Yes El No CI ED CI 0 0 EDPurchasing/Service Agreement Purchase Order Initial Construction Contract Construction Contract Amendment # Change Order # Change in Quantity Unforeseen Circumstances Initial Professional Services Agreement Supplemental Professional Svcs. A # Finance Approval Finance Finance EJPurchasing Budget Item(s) to be purchased: Amount $4,000 Other (Please clearly identify action on lines below) L. Olsen N/A E. Wilson N/A HB Date 3/29/2006 Date 3/28/2006 Date 3/29/2006 Date Required for Submission of ALL City Council and City Manager Items Project Mgr. Signature: Dept. Director Signature: City Attorney Signature*: City Manager Signature: Bill Stablein Date: 03.23.06 Thomas G. Martin, P.E., Director Date: 03.23.06 Legal Approval is required for all items. Date: Date: Updated 2/16/06 111111111111111A uilllliJVi�'UI