Contract - Cambrian Environmental - 11/12/2015 CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES FOR
ENVIRONMENTAL SERVICES
WITH
CAMBRIAN ENVIRONMENTAL
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional consulting services related to environmental
services, specifically a Karst Phase Two (2) Investigation for the Dam 101 Project (the
"Agreement') is made 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 CAMBRIAN ENVIRONMENTAL, located at 4422 Packsaddle Pass,
Suite 204,Austin, Texas 78745 (the"Consultant"or"Cambrian Environmental").
RECITALS:
WHEREAS, City desires to contract for Consultant's professional services generally
described as an in depth Karst Phase 2 Investigation for the Dam 101 Project; and
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, desires to contract for such professional 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,WITNESSETH:
That for and 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
This Agreement shall be effective on the date this Agreement has been signed by each
parry hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved. The work is estimated to be completed by February,2016.
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City reserves the right to review the Agreement at any time, and may elect to terminate
the Agreement with or without cause or may elect to continue.
2.0 PROPOSAL FOR SERVICES
For the purposes of this Agreement, the City agrees to furnish the Consultant the
information set forth and appended to this Agreement as Exhibit "A"titled "City Services." For
purposes of this Agreement Consultant has issued its proposal for services for the tasks
delineated therein, such proposal for services being appended to this Agreement as Exhibit `B"
titled "Consultant Services, which document is attached hereto and incorporated herein by
reference for all purposes.
3.0 SCOPE OF SERVICES
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit `B." Consultant's undertaking shall be limited to performing services for City and/or
advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform services in accordance with this Agreement, in accordance with the
appended proposal for services, and in accordance with due care and prevailing consulting
industry standards for comparable services.
4.0 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the scope of services to be performed is enumerated in
Exhibit `B" and 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 Consultant's work.
5.0 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant an amount not-to-exceed Ninety-Nine Thousand Seven Hundred
Sixty Dollars and No/100 ($99,760.00), in accordance with Exhibit "D" entitled "Fee
Schedule," which document is attached hereto and incorporated herein by reference for all
purposes, in payment for services and the Scope of Services deliverables as delineated in Exhibit
`B "
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon project
claims,whether paid by the City or denied.
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6.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and 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 schedule of services and costs in connection
therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. 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.
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 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services,but not for taxes based upon Consultant's net income.
7.0 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is granter
under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B
and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section
271.101 and Section 271.102.
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 City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or 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:
(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
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that cause the payment to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) 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
services as determined by the City's budget for the fiscal year in question. The City may effect
such termination by giving Consultant a written notice of termination at the end of its then-
current fiscal year.
10.0 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the following timetable structure and deliverable due dates shall be in reasonable conformity to
Consultant's schedule tendered to City and attached as Exhibit"C."
11.0 SUPPLEMENTAL AGREEMENT
The terns 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 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.
12.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City may terminate this
Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant,
with the understanding that immediately upon receipt of said notice all work being performed
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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 receipt of said notice 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
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.
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.
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.
13.0 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
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solely through a newspaper advertisement or other general solicitation.
14.0 CITY'S RESPONSIBILITIES
Full information: The City shall provide full information regarding project
requirements. The City shall have the responsibility of providing Consultant with such
documentation and information as is reasonably required to enable Consultant to provide the
services called for. The City shall require its employees and any third parties who are otherwise
assisting, advising or representing the City to cooperate on a timely basis with Consultant in the
provision of its services. Consultant may rely upon written information provided by the City and
its employees and agents as accurate and complete. Consultant may rely upon any written
directives provided by the City or its designated representative concerning provision of services
as accurate and complete.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. Consultant agrees, in a timely
manner, to provide City with a comprehensive and detailed information request list, if any.
15.0 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 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 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 services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
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(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.
16.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
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.
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Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third parry 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.
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
services under this Agreement (other than Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. 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.
17.0 WARRANTIES
Consultant represents 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 no in compliance
with this representation.
18.0 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 services to the 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.
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.
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In no event shall Consultant be liable to the City, by reason of any act or omission
relating to the services provided under this Agreement (including the negligence of Consultant),
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 the City to
Consultant under this Agreement, except to the extent determined to have resulted from
Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service
provided hereunder.
19.0 INDEMNIFICATION
Consultant and the City each agree to indemnify, defend and hold harmless the other
from and against 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 property to
the extent arising out of the indemnitor's negligence in the performance of this Agreement.
Consultant agrees to indemnify, defend and hold harmless the City from and against any
and all amounts payable under any judgment, verdict, court order or settlement for Third Party
claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to
have occurred and arising from the deliverables provided by Consultant to the City in connection
with the performance of this Agreement. Should the City's use of such deliverables be
determined to have infringed, Consultant may, at its option: (i)procure for the City the right to
continue using such deliverables provided or (ii) replace or modify them to make their use non-
infringing while yielding substantially equivalent results. If neither of the above options is or
would be available on a basis that is commercially reasonable, then Consultant may terminate
this Agreement, the City shall return such deliverables provided, and Consultant will refund to
the City the fees paid for the deliverables provided. This infringement indemnity does not cover
claims arising from the combination of such deliverables with products or services not provided
by Consultant; the modification of such deliverables by any person other than Consultant;
deliverables complying with or based upon (1) designs provided by or at the direction of the City
or (2) specifications or other information provided by or at the direction of the City; or use of
systems, materials or work performed in a manner not permitted hereunder or by another
obligation of the City to Consultant.
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.
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20.0 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.
21.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing 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.
22.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
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 services contracted for
herein,and same shall belong solely to the City at the expiration of the term of this Agreement.
23.0 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.
24.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
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Alysha Girard
Utilities and Environmental Services
2008 Enterprise Drive
Round Rock, TX 78664
512-218-6646
Consultant hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Kemble White
Owner
4422 Packsaddle Pass
Suite 204
Austin, TX 78745
512-663-0156
25.0 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 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 Consultant:
Cambrian Environmental
4422 Packsaddle Pass
Suite 204
Austin,TX 78745
Notice to City:
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
commimications between representatives of the City and Consultant.
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26.0 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.
27.0 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.
28.0 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.
29.0 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 parries 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.
30.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
Lall 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 acceptable to the City and according to generally accepted business
practices.
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31.0 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.
32.0 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.
33.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each phase of this Agreement within the agreed
project schedule may constitute a material breach of this 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.
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 parry otherwise;
chargeable with failure, delay or default; including but not limited to acts of God, acts of public,i
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.
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.
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
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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.
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 frilly executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Roun Rock, Texas Cambrian Environmental
By: �( �/ By: �C1
Printed Name: Printed Name: e e 1-f- �A:-Y e.
Title: (a Title:
Date Signed: Z- Date Signed: )(J /a a J i S
For City,Attest:
Sara L. White, City Clerk
For*S'ht
d as t Form:
By:
ets, City Attorney
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i
City of Round Rock Dam 101
Contract for Consultant Services Phase 2 Karst Services
Exhibit A
Services to be provided by the City
The City will provide the following information and other assistance to the Consultant (Cambrian
Environmental)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.
Page A-1 of 1
City of Round Rock Dam 101
Contract for Consultant Services Phase 2 Karst Services
Exhibit B
Services to be provided by the Consultant
1. PROJECT DESCRIPTION
2. SCOPE OF WORK
The scope of Work for this project has been divided into the following tasks:
• Task 1: Endangered Karst Invertebrate Presence/Absence Investigations
• Task 2: Meetings and Miscellaneous Tasks Supporting Agency Consultation
2.1 Work Breakdown Structure Tasks and Description
2.1.1 Task 1: Endangered Karst Invertebrate Presence/Absence Investigations
Task Description: The project area occurs in a karst area considered by the U.S. Fish and
Wildlife Service as likely being occupied by endangered karst invertebrates (Karst Zone
1). It is within the known range of the Bone Cave Harvestman (Texella reyesi) and
potentially within the range of the Tooth Cave Spider (Tayshaneta myopica). Under this
task, Cambrian personnel will continue the USFWS endangered karst invertebrate due-
diligence protocol based on the results of work previously contracted by UBCWCID.
Potential habitat features identified in the previous work will be subjected to further
investigation including excavation to determine if habitat is present. Consistent with both
USFWS protocols and TCEQ requirements, excavation will be conducted by hand to the
extent practicable. If habitat is determined to be present, endangered karst invertebrate
habitat presence/absence surveys must be conducted to determine if the habitat is
occupied. Based on our prior survey work and refinements to the proposed project which
constrained the potential area of effects excavation and habitat assessment of 42 known
and/or potential karst features is required. The majority of these features are likely non-
karst in origin and require a relatively small amount of excavation to establish non-
sensitivity (2-4 features per day). However, at least fifteen features are karstic in nature
requiring a determination of their sub-surface extent and potential for containing
endangered species habitat (1-4 days per feature). Following excavation we assume that
up to five karst features will require full presence/absence surveys for karst invertebrates
(and associated reporting) according to USFWS protocols. If suitable habitat is found the
outside services of taxonomic experts may be required for identification of some
specimens. Potential cost for taxonomic expertise is included in this cost estimate. In
2014 the USFWS revised their endangered karst invertebrate protocols increasing the
minimum number of surveys required for an absence finding from three to fourteen
surveys. Our cost estimate reflects this revision. Our not-to-exceed limit has been
calculated based on several factors including a feature-by-feature estimate of level of
effort required to meet FWS excavation protocols, the number of biological surveys per
feature required to get to a negative finding under the karst invertebrate protocols (14), a
daily rate for our karst invertebrate excavation and survey crew (including at least one
USFWS-permitted karst geoscientist), and an estimate of required reporting effort to meet
protocol requirements.
Page B-1 of
City of Round Rock Dam 101
Contract for Consultant Services Phase 2 Karst Services
2.1.2 Task 2: Meetings and Miscellaneous Tasks Supporting Agency Consultation Task
Description: Cambrian staff will be available to assist in the project's agency coordination
including the consultation process under Section 7 of the Endangered Species Act on an as-
needed basis. Our cost assumes 50 hours of meeting time, conference calls, field visits and other
miscellaneous services to be provided by Cambrian's senior karst geoscientist.
3. KEY PERSONNEL
A summary of the proposed engineering team including names and titles are presented in
table B-1.
TABLE B-1
SUMMARY OF PROPOSED CONSULTANT TEAM PERSONNEL
NAME TITLE
Kemble White Senior Karst Geoscientist
Craig Crawford Karst Geoscientist
Ashley Wall Biologist
Ryan Jones Karst Technician
Page B-1 of
City of Round Rock Dam 101
Contract for Consultant Services Phase 2 Karst Services
Exhibit C
Work Schedule
The schedule below provides approximate durations associated with the anticipated milestones:
Lake Creek Dam 101 Phase 2 Karst Investigations
2015
October November December
Task 1:
Karst Invertebrate Due DdG ence Field work start` Continue field work and begin reporting Field work and reporting complete
Task 2:
meetings Scheduled as needed by CoRR Scheduled as needed by CoRR Scheduled as needed by CoRR
`Assumes right of entry available at time of work authorization approval
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Page C-1 of 1
City of Round Rock
Contract for Consultant Services Exhibit D
Fee Schedule
Project Name: Dam 101 - Karst Phase 2
Total Total Other
Task Labor Hours Loaded Labor Cost Direct Costs Subconsultants TOTALS
Karst invert due dilligence senior karst geoscientist($155/hr) 110 $17,050.00
karst geoscientist($120/hr) 128 $15,360.00
biologist($75/hr) 340 $25,500.00
karst technician ($55/hr) 620 $34,100.00
Subtotal $92,010.00 $0.00 $0.00 $92,010.00
Meetings senior karst geoscientist($155/hr) 50 $7,750.00
Subtotal $7,750.00 $0.00 $7,750.00
GRAND TOTAL: 50 $99,760.00 $0.00 $0.00 $99,760.00