ORDER NO. 31175
AGREEMENT BETWEEN KERR COUNTY AND GROVES AND ASSOCIATES
FOR PROJECT MANAGEMENT SERVICES FOR CENTER POINT/EASTERN
KERR COUNTY WASTEWATER PROJECT
Came to be heard this the 26th day of January, 2009, with a motion made by
Commissioner Williams, seconded by Commissioner Letz, the Court unanimously
approved by a vote of 4-0-0 to:
Approve Agreement between Kerr County and Groves and Associates for Project
Management Services for Center Point/Eastern Kerr County Wastewater Project.
Contract total $29,750.00.
NEED SIGNED AGREEMENT
COMMISSIONERS' COURT AGENDA REQUEST 3 ~ 1 ~ `~
l~~b
PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS
REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT.
MADE BY: Commissioner Williams OFFICE: Precinct Two
MEETING DATE: January 26, 2009 TIlVIE PREFERRED:
SUBJECT: Consider, discuss and take appropriate action to approve an agreement
between Kerr County and Groves and Associates for Project Management Services for
Center Point/Eastern Kerr County Wastewater Project.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON(S) ADDRESSING COURT: Commissioner Williams
ESTIMATED LENGTH OF PRESENTATION:
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in accordance
with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays:
5:00 P.M. previous Tuesday.
THIS REQUEST RECEIVED BY:
THIS REQUEST RECEIVED ON:

All Agenda Requests will be screened by the County Judge's Office to determine if adequate
information has been prepared for the Court's formal consideration and action at time of Court
Meetings. Your cooperation will be appreciated and contribute towards you request being
addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners'
Court.
Bill Williams
From:	Bill Williams [bwilliamst~co.lcerr.tx.us]
Sent:	Wednesday, January 21, 2009 3:34 PM
To:	'Nicolas.Palacios~twdb.state.tx.us'
Subject:	FW: Contract
Attachments:	Professional Services Agreement.doc; Exhibit A -Scope of Services.doc; Exhibit B Terms &
	Conditions.doc
~~ ~ ~
Professional 6diibit A -Scope of F~it>it B Terms &
iervices Agreemen.. Services.... Conditions.d...
Dear Mr. Palacios:
I am forwarding a copy off a revised contract for Project Management Services between Kerr
County and Groves and Associates for your review and approval. I am hopeful that this new
proposed agreement meets the requirements of TWDB, and you will note the contract price
for Groves and Associates services now totals $29,750.
For its In-kind services obligation of $29,750, Kerr County will maintain records of its
involvement in the following categories:
Commissioner Williams: Administrator for Kerr County, all time and expenses.
Commissioners' Court and County Judge Public Meetings, all time and expense, if any.
Commissioners' Court Administrator: coordinate all meetings, agendas, public notices,
advertisements and general administrative support. Time and expense, if any.
Kerr County Environmental Health Department: general assistance as required.
Time and expenses, if any.
Kerr County Attorney: All legal work as required. Time and expenses, if any.
Kerr County Auditor: Provide all accounting and financial services as required. Time and
expenses, if any.
Court Reporter: Recording all minutes of meetings for project, as required. Time and
expenses, if any.
Such other services or resources as may be required for project.
..
Rll time and expense records will be compiled by Kerr County Auditor.
Should you have any questions regarding the Groves and Associates contract for Project
Management Services, please contact me.
Thank you,
William H. Williams
Commissioner, Precinct 2, Kerr County
#31175
GROVES ~ ASSOCIATES, INC.
PROFESSIONAL SERVICES AGREEMENT
PROJECT: Center Point Regional Wastewater Facility Plan JOB #:
CLIENT: Kerr County
ADDRESS: 700 Main Street
Texas 78028
CONTACT: Commissioner Bill Williams TEL:
FAX:
CONSULTANT: Groves and Associates, Iuc.
ADllRES5: 1846 Lockhill Selma, Suite 105
San Antonio, TX 78213
CONTACT: Alvin L. Groves TEL: 210.349.0091 FAX: 210.349.6456
PROJECT DESCRIPTION:
COMPENSATION: LUMP SUM. Compensation for these services shall be a Lump Sum of $29,750.
The Project Manager will present documentation and seek prior approval frrnn Kerr County for any increases in cost above base fee should unanticipated
circumstances warrant.
In the event services beyond those specified in the Scope of Services and not included in the compensation above are requi-ed, Groves and Associates shall submit a
fee estimate for such services and a contract modification shall be negotiated and approved by the Client prior to any effort being expended on such services.
SCIiEDULE OF PAYMENTS: Groves and Associates shall be paid monthly on the basis of invoices submitted. These invoices will be for the portion of
the agreed upon compensation earned. Groves and Associates shall be paid for all invoices within 45 days of submittal In the event the Client disputes the
invoice or any portion thereof, the undisputed portion shall be paid to Groves and Associates based on contractual terms. Invoices not in dispute and
unpaid after 45 days shall accrue interest at the rate of 1'/~ percent per month (or the maximum percentage allowed by law, whichever is the lesser). See
Standard Conditions for invoices unpaid after 60 days.
EXECUTION: Execution of this document by duly authorized representatives of Groves and Associates and Client, including Standard Conditions
(attachment), Additional Provisions as indicated, and addenda, represents the entire Agreement between the parties hereto and supersedes all prior
negotiations, representations, or agreements, either written or oral. This Agreement may be amended or modified by written instrument, but such
instrument is valid only upon signature by both parties. Neither Groves and Associates nor Client shall assign, transfer, or encumber any rights, duties, or
interests accruing from this Agreement without the express prior written consent of the other.
CLIENT: Kerr County
CONSULTANT:
By; Pat Tinley, Kerr County Judge
SIGNATURE:
.r
TITLE: ~~ ~_
DATE: I - ~. ` ~ g
Attached: ® Scope of Services ^ Additional Provisions
BY:
SIGNATURE:
TITLE:
DATE:
GROVES AND SSO TES, IN
Alvin L
President
^ Definitions
GROVES & ASSOCIATES, INC.
EXHIBIT "A"
SCOPE OF SERVICES
The Consultant shall perform his obligations under this Agreement in three planning
categories, the Planning Category B, Planning Category C and Planning Category D.
A.
Planning Category B
$5,300
Consultant shall provide:
Documentation of Public Consent for Construction, including planning and
executing public meetings and providing complete documentation of these
meetings.
General project support and management.
B
Planning Category C
$3,660
Consultant shall provide:
Overall assistance with identi#ication and evaluation of alternatives, including in
particular updating of connection requirements of Kerrville and Comfort.
Collaboration in review of engineering evaluations of previously identified
alternatives.
C
Planning Category D
$20,790
Consultant shall provide:
Total Project Budget
Copies of all relevant agreements, actual and draft
Coordination on-site with environmental and archaeological evaluators
Hold all public hearings necessary
Obtain resolution seeking designated management authority
Confirm mandatory hook up policy
C:\Documents and SettingsUtowena Archeruvly DocumentslGmves Documents\Center Point Contract Documents\Exhibit A -Scope of
Services.doc 1
GROVES & ASSOCIATES, INC.
EXHIBIT "B"
PROFESSIONAL SERVICES AGREEMENT TERMS & CONDITIONS
SERVICES. Groves and Associates will be Program Managers
for the Facility Planning on the proposed regional wastewater
system to serve Center Point and Eastern Kerr County.
'This Facility Plan is being prepared by Tetra Tech, Inc. under
separate contract with Kerr County. Groves and Associates will
be the primary point of contact for coordination and review and
will provide project management on behalf of Kerr County.
Commissioner Bill Williams will be the principal point of
contact for Kerr County.
Status reports to Kerr County Commissioners' Court will be
provided as requested by Commissioner Williams.
SITE ACCESS. The Client shall obtain all necessary approvals
for Groves and Associates to access the Project site(s).
PERIOD OF SERVICE. Groves and Associates shall perform
the services for the Project in a timely manner consistent with
sound professional practice. Groves and Associates will strive to
perform its services according to the Project schedule set forth in
attachment. The services of each task shall be considered
complete when deliverables for the task have been presented to
the Client. shall be entitled to an extension of time and
compensation adjustment for any delay beyond control.
COMPENSATION. In consideration of the services performed
by Groves and Associates, the Client shall pay Groves and
Associates in the manner set forth in attachment. The parties
acknowledge that terms of compensation are based on an orderly
and continuous progress of the Project. Compensation shall be
equitably adjusted for delays or extensions of time beyond the
control of Groves and Associates.
PAYMENT TERMS. Groves and Associates shall submit
monthly invoices for services performed and Client shall pay the
full invoice amount within forty-five (45) days of the invoice
date. Invoices will be considered correct if not questioned in
writing within thirty (30) days of the invoice date.
ADDITIONAL SERVICES. The Client and Groves and
Associates acknowledge that additional services may be
necessary for the Project to address issues that may not be
known at Project initiation or that may be required to address
circumstances that were not foreseen. In that event, Groves and
Associates shall notify the Client of the need for additional
services and the Client shall pay for such additional services in
an amount and manner as the parties may subsequently agree.
INDEPENDENT CONSULTANT. Groves and Associates
shall serve as an independent consultant for services provided
under this agreement. Groves and Associates shall retain control
over the means and methods used in performing their services
and may retain subconsuliants to perform certain services as
determined by Groves and Associates.
STANDARD OF CARE. Services provided by Groves and
Associates will be performed with the care and skill ordinarily
exercised by members of the same profession practicing under
similar circumstances.
COMPLIANCE WITH LAWS. Groves and Associates shall
perform its services consistent with sound professional practice
and endeavor to incorporate laws, regulations, codes, and
standards applicable at the time the work is performed. In the
event that standards of practice change during the Project,
(initial)
Groves and Associates shall be entitled to additional
compensation where additional services are needed to conform
to the standard of practice.
PERMITS AND APPROVALS. Groves and Associates will
assist the Client in preparing applications and supporting
documents for the Client to secure permits and approvals from
agencies having jurisdiction over the Project. The Client agrees
to pay all application and review fees.
OWNERSHIP OF DOCUMENTS. Documents prepared by
for the Project are instruments of service and shall remain the
property of Groves and Associates. Record documents of service
shall be based on the printed copy. Groves and Associates will
furnish documents electronically; however, the Client releases
from any liability that may result from documents used in this
form. Groves and Associates shall not be held liable for reuse of
documents for any purpose other than those intended under the
Project.
INSURANCE. Groves and Associates will maintain the
following insurance and coverage limits during the period of
service. The Client will be named as an additional insured on the
Commercial General Liability and Automobile Liability
policies.
Workers' As required by applicable state statute.
Compensation
Commercial $1,000,000 per occurrence (bodily injury
General including death & property damage) $2,000,000
Liabili aggregate.
Automobile $1,000,000 combined single limit for bodily
Liabili injury and property damage.
INDEMNIFICATION. Groves and Associates shall indemnify
the Client from any reasonable damages caused solely by the
negligent act, error, or omission of Groves and Associates in the
performance of services under the Project. If such damage
results in part by the negligence of another party, Groves and
Associates shall be liable only to the extent of their proportional
negligence to the extent allowed by law.
LIMITATION OF LIABILITY. In recognition of the relative
risks and benefits of the project to both the Client and Groves
and Associates, the risks have been allocated. The Client agrees
to limit the liability of for all claims related to the Project at
$50,000 or the net income realized by Groves and Associates for
the Project, whichever is greater.
THIRD PARTY CLAIMS. The Client will compensate Groves
and Associates for services performed in defense of any third
party claim unless the claim resulted from the negligent act,
error, or omission of Groves and Associates to the extent
allowed by law.
LEGAL EXPENSE. In the event that either party takes legal
action against the other that is not prosecuted, is dismissed, or if
the decision is rendered for the other party, the party taking legal
action agrees to pay the other their attorney fees, court costs, and
defense expenses within thirty (30) days of the court action.
Page 1 of 2
Professional Services Terms & Conditions
CONSEQUENTIAL DAMAGES. Neither the Client nor shall
be liable to the other for any consequential damages regardless
of the nature or fault.
COST OPINIONS. If included in the scope of service, Groves
and Associates shall prepare cost opinions for the Project based
on historical information that represents the judgment of a
qualified professional. The Client and Groves and Associates
acknowledge that actual costs may vary from the cost opinions
prepared and that Groves and Associates offers no guarantee
related to the Project cost.
INDEPENDENT COUNSEL. The Client agrees to obtain
independent legal and financial counsel for the Project
considering Groves and Associates does not furnish these
services.
CONTRACTOR SELECTION, may make recommendations
concerning award of construction contracts and products. T'he
Client acknowledges that the final selection of construction
contractors and products is their sole responsibility.
SAFETY. Groves and Associates shall be responsible solely for
the safety precautions or programs of its employees and no other
P~3'•
INFORMATION FROM OTHER PARTIES. The Client and
Groves and Associates acknowledge that Groves and Associates
will rely on information furnished by other parties in performing
its services under the Project. Groves and Associates shall not be
liable for any damages that may be incurred by the Client in the
use of third party information.
FORCE MAJEURE. Neither party will hold the other
responsible for damages or delay caused by Acts of God, acts of
war, strikes, accidents, or other events beyond the other's
control.
DISPUTE RESOLUTION. The Client and Groves and
Associates agree that they shall diligently pursue resolution of
all disagreements within forty-five (45) days of either party's
written notice using a mutually acceptable form of mediated
dispute resolution prior to exercising their rights under law.
Groves and Associates shall continue to perform services for the
Project and the Client shall pay for such services during the
dispute resolution process unless the Client issues a written
notice to suspend work.
SUSPENSION OF WORK. The Client may suspend services
performed by Groves and Associates with cause upon fourteen
(14) days written notice. Groves and Associates shall submit an
invoice for services performed up to the effective date of the
work suspension and the Client shall pay Groves and Associates
all outstanding invoices within fourteen (14) days. If the work
suspension exceeds thirty (30) days from the effective work

suspension date, Groves and Associates shall be entitled to
renegotiate the Project schedule and the compensation terms for
the Project.
TERMINATION. The Client or Groves and Associates may
terminate services on the Project upon seven (7) days written
notice in the event of substantial failure by the other party to
fulfill its obligations of the terms hereunder. Groves and
Associates shall submit an invoice for services performed up to
the effective date of termination and the Client shall pay Groves
and Associates all outstanding invoices within fourteen (14)
days. The Client may withhold an amount for services that may
be in dispute provided that the Client furnishes a written notice
of the basis for their dispute and that the amount withheld
represents a reasonable value. County may terminate without
penalty if state halts work, eliminates project, or reduces
funding.
GOVERNING LAW. The terms of agreement shall be
governed by the laws of the state where the services are
performed provided that nothing contained herein shall be
interpreted in such a manner as to render it unenforceable under
the laws of the state in which the Project resides.
ASSIGNMENT. Neither party shall assign its rights, interests,
or obligations under the Project without the express written
consent of the other party.
WAIVER OF RIGHTS. The failure of either party to enforce
any provision of these terms and conditions shall not constitute a
waiver of such provision nor diminish the right of either party to
the remedies of such provision.
WARRANTY. Groves and Associates warrants that it will
deliver products under the Project within the standard of care.
Groves and Associates provides no other expressed or implied
warranty.
SEVERABILITY. Any provision of these terms later held to
violate any law shall be deemed void and all remaining
provisions shall continue in force. In such event, the Client and
Groves and Associates will work in good faith to replace an
invalid provision with one that is valid with as close to the
original meaning as possible.
SURVIVAL. All provisions of these terms that allocate
responsibility or liability between the Client and Groves and
Associates shall survive the completion or termination of
services for the Project.
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Professional Services Terms & Conditions