R2024-116 2024-07-22RESOLUTION NO. R2024-116
A Resolution of the City Council of the City of Pearland, Texas, authorizing a
contract with LJA Engineering, for professional services associated with new
Environmental Protection Agency (EPA) requirements to comply with the
Revised Lead and Copper Rule Revision, in the estimated amount of
$619,500.00.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain contract for professional services associated with the EPA’s
Revised Lead and Copper Rule compliance, a copy of which is attached hereto as Exhibit “A” and
made a part hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest a contract for professional services associated with the with the EPA’s
Revised Lead and Copper Rule compliance.
PASSED, APPROVED and ADOPTED this the 22nd day of July, A.D., 2024.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
Docusign Envelope ID: 23096C5F-DD46-417E-B4B2-5EA1A94F366A
Professional Services
PROFESSIONAL SERVICES AGREEMENT
Contract# P0524-17
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into by and
between the CITY OF PEARLAND (“City”), a Texas home rule municipal corporation and LJA Environmental
Services, LLC (“Consultant”), located at 14701 St. Mary’s Lane, Suite 400, Houston TX 77079; each individually
referred to as a “party” and collectively referred to as the “parties.”
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1.This Vendor Services Agreement;
2.Exhibit A – Scope of Services;
3.Exhibit B – Price Schedule; and
4.Exhibit C – Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes.
In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in
the body of this Agreement, the terms and conditions of this Agreement shall control.
1.Exhibit “A,” - Scope of Services more specifically describes the services to be provided hereunder.
2.Term. This Agreement shall begin on the date signed by the City Manager below (“Effective Date”) and
shall expire on June 24, 2025 (“Expiration Date”), unless this Agreement is otherwise extended or terminated in accordance
with the terms specified herein. City shall have the option in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to zero (0) one year renewal options, at City’s sole discretion.
3.Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel
who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit “B,”
–Price Schedule. Total payment made under this Agreement for the by City shall be in an amount up to
$619,500.00. Payments for the following years shall be as described in Exhibit B. Vendor shall not perform any
additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City shall not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in writing.
4.Termination.
4.1 Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days’ written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated
prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date
of termination and Vendor shall continue to provide City with services requested by City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Vendor has received access to City Information
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City
in a machine-readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City (“City Information”) as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly
notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by City, but by the Office of
the Attorney General of the State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has
been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith,
use all commercially reasonable efforts to cooperate with City in identifying what information has been
accessed by unauthorized means and shall fully cooperate with City to protect such City Information
from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final
payment under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement
at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits
in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended
audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an
independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent,
representative or employee of City. Subject to and in accordance with the conditions and provisions of this
Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be
solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and sub-
Vendors. Vendor acknowledges that the doctrine of respondent superior shall not apply as between City, its
officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and sub-
Vendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-
employer or a Joint employer of Vendor or any officers, agents, servants, employees or sub-Vendor of Vendor.
Neither Vendor, nor any officers, agents, servants, employees or sub-Vendor of Vendor shall be entitled to any
employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
taxes on behalf of itself, and any of its officers, agents, servants, employees or sub-Vendor.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS
AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trademark, trade secret, or similar property right arising from City’s use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and
expense of payment for claims or actions against City pursuant to this section, Vendor shall have
the right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect
City’s interest, and City agrees to cooperate with Vendor in doing so. In the event City, for
whatever reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against City for infringement arising under this Agreement, City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Vendor shall fully participate
and cooperate with City in defense of such claim or action. City agrees to give Vendor timely
written notice of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City’s assumption of payment of costs or expenses shall not
eliminate Vendor’s duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor
shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue
to use the software and/or documentation; or (b) modify the software and/or documentation to
make it non-infringing, provided that such modification does not materially adversely affect City's
authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts
paid to Vendor by City, subsequent to which termination City may seek any and all remedies
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
available to City under law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and
Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective
date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub-Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub-Vendor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to
commencement of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives
in the course of providing services under this Agreement. “Any vehicle” shall be any
vehicle owned, hired and non-owned.
(c) Worker’s Compensation:
Statutory limits according to the Texas Workers’ Compensation Act or any other state
workers’ compensation laws where the work is being performed.
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to Professional
E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be
claims-made and maintained for the duration of the contractual agreement and for two
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
(2) years following completion of services provided. An annual certificate of insurance
shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
City as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers’ compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days’ notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten (10) days’ notice shall be acceptable in the event
of non-payment of premium. Notice shall be sent to the Risk Manager, City of
Pearland, 3519 Liberty Drive, Pearland Texas 77581, with copies to the Pearland
City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength and solvency to
the satisfaction of Risk Management. If the rating is below that required, written
approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any
violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the
violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, sub
Vendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor’s
duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or
group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD
CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile or email with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To VENDOR:
LJA Environmental Services, LLC
14701 St. Mary’s Lane, Suite 400
Houston, TX 77079
Contact: Dyer Schlitzkus
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this Agreement
and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other during the
term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the
foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City
does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,
venue for such action shall lie in state courts located in Brazoria County, Texas or the United States District Court
for the Southern District of Texas, Pearland-Houston Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance
due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts,
natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of
any provision of this Agreement.
To CITY:
City of Pearland
Attn: City Manager
3519 Liberty Dr.
Pearland, TX 77581
With copy to Pearland City Attorney’s Office
at same address
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,
B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this
Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an
authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire
understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one
and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform
to generally prevailing industry standards. City must give written notice of any breach of this warranty within
thirty (30) days from the date that the services are completed. In such event, at Vendor’s option, Vendor shall
either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its
employees who perform work under this Agreement, including completing the Employment Eligibility
Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall
adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services
will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES,
OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR’S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor,
shall have the right to immediately terminate this Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work
papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction
with the services provided under this Agreement (collectively, “Work Product”). Further, City shall be the sole
and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the
Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception,
creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made- for-hire" within the meaning of the
Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered
a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly
assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and
to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or
obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on
the part of City.
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has the
legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature
is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit “C”. Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. Change in Company Name or Ownership. Vendor shall notify City’s Purchasing Manager, in
writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.
The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name
or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed
with the state indicating such change, copy of the board of director’s resolution approving the action, or an
executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
ACCEPTED AND AGREED:
CITY OF PEARLAND:
By:
Name:
Title: City Manager
Date: , 2024
APPROVAL RECOMMENDED:
By:
Name:
Title:
ATTEST:
By:
Name:
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By:
Name:
Title:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title: City Attorney
CONTRACT AUTHORIZATION:
M&C:
VENDOR: LJA Environmental Services, LLC
Susan Alford
President
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Water Superintendent
Julian Kelly
Darrin Coker
Joel Hardy
Interim Purchasing Officer
7/29/2024 | 11:35 AM CDT
Trent Epperson
Frances Aguilar
Professional Services
EXHIBIT A
SCOPE OF SERVICES
Reference attached Proposal: Change Order Proposal for City of Pearland for Lead and Copper
Services – Continued Investigations dated May 13, 2024.
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
EXHIBIT B
PRICE SCHEDULE
Reference attached Proposal: Change Order Proposal for City of Pearland for Lead and Copper
Services – Continued Investigations dated May 13, 2024.
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
Professional Services
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form (“Form”) hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1.Name:
Position:
Signature
2.Name:
Position:
Signature
3.Name:
Position:
Signature
Name: Susan Alford
Signature of President _____________________
Other Title: N/A
Date: 6/18/2024
Susan Alford
President
_______________________
Russell Brownlow
Executive Environmental Director
_______________________
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
1 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
May 13, 2024
City of Pearland
Attn: Mr. Julian Kelly
2016 Old Alvin Road
Pearland, Texas 77581
Via email: JKelly@pearlandtx.gov
Re: Change Order Proposal for Lead and Copper Services – Continued Investigations, in
Brazoria County, Texas
EV3479-23510_CO1
Dear Mr. Kelly:
At the request of City of Pearland (“Client”), LJA Environmental Services, LLC (“LJAES”) has
prepared this proposal to provide additional Lead and Copper Services for City of Pearland, in
Brazoria County, Texas.
Scope of Work and Cost Estimate
LJAES proposes to provide the service(s) listed below. A detailed scope of work for each task is
provided in Attachment A. Proposed costs for the following lump sum amount:
•TASK I: LEAD & COPPER SERVICES:
CONTINUED INVESTIGATIONS .......................................................... $619,500.00
MAXIMUM ESTIMATE……………………………………………………. $619,500.00
Extraneous circumstances that could potentially impact this Proposal, including agency
coordination or review, accessibility, unforeseen circumstances, design changes, and state or
federal regulatory changes, may also affect project costs which are not included in this estimate.
This proposal and cost estimate are valid for 90 days.
Schedule
Task I will begin upon executed proposal, weather permitting, and is anticipated to be complete
by October of 2024. The project completion schedule is the goal of all parties; it does not,
however, reflect unusual delays due to forces beyond the Consultant’s control and/or
modifications to the scope of work based upon actual findings or additional requests by the Client,
its agents, or governmental agencies.
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
2 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
Terms and Conditions
LJA’s General Conditions for Services are attached hereto as “Attachment B” and are part of this
Agreement. If this proposal is acceptable, please complete, sign, and return the Proposal
Acceptance Form (page #3).
LJA appreciates the opportunity to provide environmental consulting services for this project.
Should you have any questions about this proposal, please contact me at dschlitzkus@lja.com.
Sincerely,
Dyer Schlitzkus
Program Director
Attachments:
A – Detailed Scope of Work
B – General Conditions for Services
Signature Page Follows
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
3 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
Proposal Acceptance and Right of Entry
Client authorizes LJA Environmental Services, LLC to commence services upon execution of this
Agreement. Client and LJA Environmental Services, LLC agree that this Agreement, the Proposal,
and any attachments incorporated herein by reference (the “Agreement”) constitute the entire
Agreement between the parties. The signatory below also represents that the Client has, or has
secured, the legal authority to grant permission for LJA Environmental Services, LLC’s personnel
to enter the subject property, as necessary, to conduct project activities, and that such permission
is hereby granted to LJA Environmental Services, LLC by execution of this Agreement. If Client
is a Corporation, Partnership, or other business entity, the individual signing below warrants that
they have the authority to bind and to sign on behalf of the Client.
Project: Lead and Copper Services: Continued Investigations, in Brazoria County, Texas
County, Texas
•TASK I: LEAD & COPPER SERVICES:
CONTINUED INVESTIGATIONS .......................................................... $619,500.00
MAXIMUM ESTIMATE………………………. $619,500.00
Accepted by Client:
Organization (Legal Name) Signature
Mailing Address Printed Name
City, State, ZIP E-mail Address
Phone Date
Billing Contact:
Printed Name E-mail Address
Please provide:
•Your project name, if different from above:
•Your P.O. or project number, if applicable:
•Project Owner/Sponsor (required if public project):
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
4 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
ATTACHMENT A
TASK I
LEAD AND COPPER SERVICES: CONTINUED INVESTIGATIONS
SCOPE OF WORK
LJAES will provide the following additional Lead and Copper Services for the assumed 6,000
connections to be field sampled and collected:
• Turn-key field investigation
• Digging/exposing service lines for testing
• GPS data collection of connections
• Photographic evidence of each service line
• Magnetic and scratch testing of “unknowns”
• Manage data collected on Dashboard
• Completion of a draft Form 20943
• Report to TCEQ
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
5 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
ATTACHMENT B
GENERAL CONDITIONS FOR SERVICES
Article 1: Services by Consultant
1.1 Standard of Care. Consultant will perform the
scope of services (herein the “Services”) expressly described
in this Agreement, after it is signed by both parties. The
Services performed by Consultant will be conducted in a
manner consistent with the degree of care and skill ordinarily
exercised by competent consultants performing the same or
similar services in the same locale acting under similar
circumstances and conditions.
1.2 Restoration. Consultant will exercise reasonable
care to minimize damage to the site. However, Client
acknowledges that some damage may occur in the normal
course of performing the Services, even if due care is
exercised, and agrees that Consultant will not be liable for
such damage and will be entitled to additional compensation
if it is asked to perform restoration services not expressly
included in the Services.
1.3 Reports and Investigations. If Consultant's
performance of the Services includes assessment,
identification, or testing services, the number of
investigations and observations Consultant makes, the
number of samples it collects, or the number of tests it
performs are necessarily limited by budgetary and time
constraints, and observations and samples by their specific
locational nature may not exactly represent similar samples
or observations in the immediate vicinity. Consultant does
not guarantee that all violations, problems, or sources of
possible environmental condition will be identified, that all
contaminants or environmental condition will be
detected/identified, or that requirements, standards, or
conditions will not change over time. Any report issued by
Consultant will set forth its findings and conclusions based on
the limited information available from the observations,
investigations, sampling, and/or testing conducted under this
Agreement. In preparing its report, Consultant may review
and interpret information provided by Client, third parties, and
regulatory agencies and will be entitled to rely on the
accuracy of such information, including laboratory results,
without performing an independent verification. Consultant
may include in its report a Statement of Limitations describing
the limitations of its investigations and findings and indicating
that the report is for Client's use only and will not be relied
upon by any third party, except as expressly agreed in writing
by Consultant, and then only at such third party's own risk.
1.4 Documents. All reports and documents prepared
and deliverable to Client pursuant to this Agreement will
become Client's property upon full payment to Consultant.
Consultant may retain file copies of such deliverables. All
other reports, notes, calculations, data, drawings, estimates,
specifications, and other documents and computerized
materials prepared by Consultant are instruments of
Consultant's Services and will remain Consultant’s property.
All deliverables provided to Client are for Client's use only for
the purposes disclosed to Consultant, and Client will not
transfer them to others or use them or permit them to be used
for any extension of the Services or any other project or
purpose, without Consultant's express written consent.
1.5 Services Not Included. Unless expressly included
in the Services, Consultant's services will not include the
following:
(a) the detection, removal, treatment, transportation,
disposal, monitoring, or remediation of any
contamination of soil or groundwater at the site by
petroleum or petroleum products (collectively called
"Oil") or hazardous, toxic, radioactive, or infectious
substances, including any substances regulated under
RCRA or any other federal, state, or local environmental
laws, regulations, statutes, rules, standards, or
ordinances (collectively called "Hazardous Materials");
(b) mechanical compaction of backfill;
(c) dewatering before installation or filling tanks with liquid or
ballast following installation;
(d) pump-out or disposal of product, water, or other contents
from existing tanks;
(e) installation of anchor systems, foundations, shoring, or
other support devices;
(f) concrete, blacktop, water, sewer, electricity, or other
outside services;
(g) the removal of any soil or water;
(h) installation of protective fencing or other structure; or
(i) construction or monitoring.
Consultant will be entitled to additional compensation if it is
asked to perform or provide such services listed above.
Consultant will not be responsible for damage to or
imperfections in any concrete slabs it installs unless they are
protected by Client from traffic for seven days.
1.6 Estimates. Any estimates of probable construction
or implementation costs, financial evaluations, feasibility
studies, or economic analyses prepared by Consultant will
represent its best judgement based on its experience and
available information. However, Client recognizes that
Consultant has no control over costs of labor, materials,
equipment, or services furnished by others or over market
conditions or contractors' methods of determining prices.
Accordingly, Consultant does not guarantee that proposals,
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
6 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
bids, or actual costs will not vary from opinions, evaluations,
or studies submitted by Consultant.
1.7 Other Contractors. Except to the extent expressly
agreed in writing, Consultant will not have any duty or
authority to direct, supervise, or oversee any contractors of
Client or their work or to provide the means, methods, or
sequence of their work or to stop their work. Consultant's
Services and/or presence at a site will not relieve others of
their responsibility to Client or to others. Consultant will not
be liable for the failure of Client's contractors or others to fulfill
their responsibilities, and Client agrees to indemnify, hold
harmless, and defend Consultant against any claims arising
out of such failures.
1.8 Litigation Support. Consultant will not be obligated
to provide expert witness or other litigation support related to
its Services, unless expressly agreed in writing. In the event
Consultant is required to respond to a subpoena, government
inquiry, or other legal process related to the Services in
connection with a proceeding to which it is not a party, Client
will reimburse Consultant for its costs and compensate
Consultant at its then standard rates for the time it incurs in
gathering information and documents and attending
depositions, hearings, and the like.
Article 2: Responsibilities of Client
2.1 Client Requirements. Client, to the best of its
ability, without cost to Consultant, will:
(a) Designate to Consultant a person to act as Client's
representative;
(b) Provide or arrange for access and make all provisions for
Consultant to enter any site where Services are to be
performed;
(c) Furnish Consultant with all reasonably available
information pertinent to the Services;
(d) Furnish Consultant with a legal description of the site and
all available surveys, site plans, and relevant information
about site conditions, topography, boundaries,
easements, zoning, land use restrictions, and right-of-
ways, if available and as needed;
(e) Furnish Consultant with all approvals, permits, and
consents required for performance of the Services
except for those Consultant has expressly agreed in
writing to obtain;
(f) Notify Consultant promptly of all known or suspected
Hazardous Materials at the site, of any contamination of
the site by Oil or Hazardous Material, and of any other
conditions requiring special care, and provide Consultant
with any available documents describing the quantity,
nature, location, and extent of such materials,
contamination, or conditions;
(g) Comply with all laws and provide any notices required to
be given to any government authorities in connection
with the Services, except for such notices Consultant has
expressly agreed in writing to give;
(h) Before commencement of any drilling or excavation at a
site, furnish Consultant with a complete description (to
the best of their ability) of all underground objects and
structures at the site, including, but not limited to, wells,
tanks, and utilities; and indemnify, hold harmless, and
defend Consultant against claims arising out of damages
to underground objects or structures not properly
defined;
(i) Provide Consultant with information concerning prior
owners of the site and any current or historical uses of or
activities on the site by Client, prior owners, or others, as
needed;
(j) Furnish to Consultant any known contingency plans
related to the site; and
(k) Furnish to Consultant any previous environmental audits
and/or assessments related to the site.
2.2 Hazards. Client represents and warrants that it does
not have any knowledge of Hazardous Materials or Oil, or
unusually hazardous conditions at the site or of
contamination of the site by Oil or Hazardous Materials
except as expressly disclosed to Consultant in writing.
2.3 Confidentiality. Client acknowledges that the
technical and pricing information contained in this Agreement
is confidential and proprietary to Consultant and agrees not
to disclose it or otherwise make it available to others without
Consultant 's express written consent.
2.4 Health and Safety. Client acknowledges that it is
now and will at all times remain in control of the project site,
and Client acknowledges and agrees that it retains title to all
conditions existing on the site and shall report to the
appropriate public agencies, as required, any conditions at
the site that may present a potential danger to the public
health, safety, or the environment. Client waives any claim
against Consultant for injury or loss arising from such
conditions. Except as expressly provided herein, Consultant
will not be responsible for the adequacy of the health or safety
programs or precautions related to Client's activities or
operations, Client's other contractors, the work of any other
person or entity, or Client's site conditions. Consultant will
not be responsible for inspecting, observing, reporting, or
correcting health or safety conditions or deficiencies of Client
or others at Client's site. So as not to discourage Consultant
from voluntarily addressing health or safety issues while at
Client's site, in the event Consultant does address such
issues by making observations, reports, suggestions, or
otherwise, Consultant will nevertheless have no liability or
responsibility arising on account thereof. Client agrees to
indemnify, hold harmless, and defend Consultant to the
fullest extent permitted by law against any and all claims
arising out of such programs, activities, conditions, or
deficiencies unless Consultant is responsible for gross
negligence with regard to its work.
Article 3: Changes; Delays; Excused Performance
3.1 Changes. Unless this Agreement expressly
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
7 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
provides otherwise, Consultant's proposed compensation
represents its best estimate of the costs, effort, and time it
expects to expend in performing the Services based on its
reasonable assumption of the conditions and circumstances
under which the Services will be performed including, but not
limited to, those stated in Section 3.2. As the Services are
performed, conditions may change or circumstances outside
Consultant 's reasonable control (including changes of law or
regulatory policy) may develop that would require Consultant
to expend additional costs, effort, or time to complete the
Services, in which case Consultant will notify Client, and an
equitable adjustment will be made to Consultant's
compensation. In the event conditions or circumstances
require the Services to be suspended or terminated,
Consultant will be compensated for Services previously
performed and for costs reasonably incurred in connection
with the suspension or termination.
3.2 Assumptions. Unless specified in writing,
Consultant 's compensation is based on the assumption that:
(a) there is no impact spoil or excavation of natural resources
on or adjacent to the site that has not been disclosed to
Consultant by the client; (b) there is no contamination of soil
or groundwater at the site by Oil or Hazardous Materials that
has not been disclosed to Consultant by Client, (c)
Consultant will not encounter any underground structures,
utilities, boulders, rock, water, running sand, or other
unanticipated conditions in the course of drilling or
excavation; (d) tank installations will not require dewatering
by Consultant; and (e) if Consultant's Services includes
services related to petroleum facilities or storage tanks,
groundwater will not cause tanks to float or require the use of
Ballast. Consultant will be compensated for any additional
efforts expended or costs incurred in addressing such
conditions.
3.3 Force Majeure. Consultant will not be responsible
for any delay or failure of performance caused by fire or other
casualty, labor dispute, government or military action,
transportation delay, inclement weather, Act of God, act or
omission of Client or its contractors, failure of Client or any
government authority to timely review or to approve the
Services or to grant permits or approvals, or any other cause
beyond Consultant's reasonable control. In the event of such
delay or failure, the time for performance will be extended by
a period equal to the time lost plus a reasonable recovery
period, and the compensation will be equitably adjusted to
compensate for any additional costs Consultant incurs due to
any such delay.
3.4 Disputes. The parties shall attempt to settle all
claims, disputes, and controversies arising out of or in relation
to the performance, interpretation, application, or
enforcement of this Agreement, including but not limited to
breach thereof, by discussion between the parties’ senior
representatives. If any dispute cannot be resolved in this
manner, within five (5) business days, the parties agree to
refer such claims, disputes, and controversies to mediation
by a mediator mutually agreed to and equally paid for by the
parties before, and as a condition precedent to, the initiation
of any adjudicative action or proceeding, including arbitration.
The mediator shall convene the mediation at the request of
either party, and the mediation will last at such times and as
long as the mediator reasonably believes agreement is
probable. Notwithstanding the foregoing, prior to or during
negotiation or mediation, either party may initiate litigation
that would otherwise become barred by a statute of limitation.
In the event any actions are brought to enforce this
Agreement, the prevailing party shall be entitled to collect its
litigation costs including reasonable attorney’s fees from the
other party.
Article 4: Compensation
4.1 Rates. Unless otherwise agreed in writing,
Consultant will be compensated for its Services at its
standard rates and will be reimbursed for costs and expenses
(plus reasonable profit and overhead) incurred in its
performance of the Services.
4.2 Invoices. Consultant may invoice Client on a
monthly or other progress billing basis. Invoices are due and
payable upon receipt by Client. On amounts not paid within
30 days of invoice date, Client will pay interest from invoice
date until payment is received at the lesser of 1.5% per month
or the maximum rate allowed by law. If Client disagrees with
any portion of an invoice, it will notify Consultant in writing of
the amount in dispute and the reason for its disagreement
within 21 days of receipt of the invoice, and will pay the
portion not in dispute.
4.3 Suspension, etc. Consultant may suspend or
terminate the Services at any time if payment is not received
when due and will be entitled to compensation for the
Services previously performed and for costs reasonably
incurred in connection with the suspension or termination.
4.4 Collection. Client will reimburse Consultant for
Consultant's costs and expenses (including reasonable
attorneys' and witnesses' fees) incurred for collection under
this Agreement.
4.5 Taxes, etc. Except to the extent expressly agreed
in writing, Consultant's fees do not include any taxes,
excises, fees, duties, or other government charges related to
the goods or Services provided under this Agreement, and
Client will pay such amounts or reimburse Consultant for any
amounts it pays. If Client claims that any goods or Services
are subject to a tax exemption or direct payment permit, it will
provide Consultant with a valid exemption or permit certificate
and indemnify, defend, and hold Consultant harmless from
any taxes, costs, and penalties arising out of the use or
acceptance of same.
Article 5: Insurance and Allocation of Risk
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
8 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
5.1 Insurance. Consultant will maintain insurance
coverage for Professional Liability, Commercial Liability,
Auto, and Workers' Compensation in amounts in accordance
with legal and business requirements. Certificates
evidencing such coverage will be provided to Client upon
request.
5.2 Client Indemnification. Client agrees to indemnify
and hold harmless Consultant from and against any and all
liabilities, demands, claims, fines, penalties, damages,
forfeitures, and suits, together with reasonable attorneys' and
witness' fees and other cost and expenses of defense and
settlement, which Consultant may incur, become responsible
for, or pay out as a result of death or bodily injury or threat
thereof to any person, destruction, or damage to any
property, contamination of or adverse effect on natural
resources or the environment, any violation of local, state or
federal laws, regulations or orders, or any damages claimed
by third parties to the extent arising in whole or in part out of
Client's violation of law or breach of this Agreement or out of
the negligence or willful misconduct of Client, its other
contractors, agents, suppliers, or employees.
5.3 Consultant Indemnification. To the fullest extent
permitted by law, Consultant shall indemnify and hold
harmless Client from and against loss, liability, and damages
sustained by Client, its agents, employees, and
representatives by reason of injury or death to persons or
damage to tangible property to the extent caused directly by
Consultant’s the failure to adhere to the standard of care
described herein.
5.4 Limitation of Liability. No employee or agent of
Consultant shall have individual liability to Client.
Consultant's aggregate liability for any and all claims arising
out of this Agreement or out of any goods or Services
furnished under this Agreement, whether based in contract,
negligence, strict liability, agency, warranty, tort, trespass, or
any other theory of liability, will be limited to $10,000 or the
total compensation received by Consultant from Client under
this Agreement, whichever is the lesser. In no event will
Consultant be liable for special, indirect, incidental, or
consequential damages, including commercial loss, loss of
use, or lost profits, however caused, even if Consultant has
been advised of the possibility of such damages. Any claim
will be deemed waived unless made by Client in writing
and received by Consultant within one year after
completion of the Services with respect to which the
claim is made.
5.5 Consequential Damages. IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL,
OR EXEMPLARY DAMAGES, INCLUDING LOST
REVENUES, LOSS OF USE, LOSS OF FINANCING, LOSS
OF REPUTATION, LOST PROFITS, DELAYS, OR OTHER
ECONOMIC LOSS ARISING FROM ANY CAUSE
INCLUDING BREACH OF WARRANTY, BREACH OF
CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER
CAUSE WHATSOEVER, NOTWITHSTANDING ANY
PROVISION OF THIS AGREEMENT TO THE CONTRARY.
REGARDLESS OF LEGAL THEORY, CONSULTANT
SHALL BE LIABLE ONLY TO THE EXTENT THAT ANY
DAMAGES SPECIFIED HEREIN ARE FOUND BY A FINAL
COURT OF COMPETENT JURISDICTION TO HAVE BEEN
THE SEVERAL LIABILITY OF CONSULTANT. TO THE
EXTENT PERMITTED BY LAW, ANY STATUTORY
REMEDIES THAT ARE INCONSISTENT WITH THIS
PROVISION OF THE AGREEMENT ARE WAIVED.
Article 6: Hazardous Materials Provisions
6.1 Hazardous Materials. Except to the extent
expressly agreed in writing, Consultant's Services do not
include directly or indirectly performing or arranging for the
detection, monitoring, handling, storage, removal,
transportation, disposal, or treatment of petroleum or
petroleum products (collectively called "Oil") or of any
hazardous, toxic, radioactive, or infectious substances,
including any substances regulated under RCRA or any other
federal or state environmental laws (collectively called
"Hazardous Materials"). The discovery or reasonable
suspicion of Hazardous Materials or hazardous conditions at
a site where Consultant is to perform Services or of
contamination of the site by Oil or Hazardous Materials not
previously disclosed to Consultant in writing will entitle
Consultant to suspend its Services immediately, subject to
mutual agreement of terms and conditions applicable to any
further Services, or to terminate its Services and to be paid
for Services previously performed. In no event will
Consultant be required or construed to take title, ownership,
or responsibility for such Oil or Hazardous Materials.
6.2 Hazardous Materials Indemnification. Client
acknowledges that Consultant does not have any
responsibility for preexisting Oil and Hazardous Materials at
the site, any resultant contamination there from, or, except as
expressly agreed in writing, for previous detection,
monitoring, handling, storage, transportation, disposal, or
treatment, that Consultant's compensation is not
commensurate with the unusually high risks associated with
such materials, and that insurance is not reasonably
available to protect against such risks. Therefore, for good
and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and in addition to the
indemnification provided in Section 5.3, Client agrees to
indemnify, hold harmless, and defend Consultant against all
damages arising out of or related to Oil or Hazardous
Materials located at or removed from the site, including
damages such as the cost of response or remediation arising
out of application of common law or statues such as CERCLA
or other "Superfund" laws imposing strict liability.
Article 7: Miscellaneous Provisions
7.1 Confidential Information. Although Consultant
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846
9 LJA Environmental Services, LLC
Project # EV3479-23510_CO1
May 13, 2024
generally will not disclose without Client's consent
information provided by Client or developed by Consultant in
the course of its Services and designated by Client as
confidential (but not including information which is publicly
available, is already in Consultant 's possession, or obtained
from third parties), Consultant will not be liable for disclosing
such information if it in good faith believes such disclosure is
required by law or is necessary to protect the safety, health,
property, or welfare of human beings. Consultant will advise
Client (in advance, except in emergency) of any such
disclosure.
7.2 Notices. Notices between the parties will be in
writing and will be hand delivered or sent by certified mail
properly addressed to the appropriate party.
7.3 Assignment. Neither party may assign this
Agreement without the written consent of the other party,
except that Consultant may assign this Agreement to its
affiliates and may use subcontractors in the performance of
its Services. Nothing contained in this Agreement will be
construed to give any rights or benefits to anyone other than
the Client and Consultant, without the express written
consent of both parties.
7.4 Independent Parties. The relationship between
Client and Consultant is that of independent contracting
parties, and nothing in this Agreement or the parties' conduct
will be construed to create a relationship of agency,
partnership, or joint venture.
7.5 Affiliates. The Services may be performed by any
affiliated company of Consultant under its common insurance
program.
7.6 Governing Law, Venue, and Headings. This
Agreement will be governed by and construed in accordance
with the laws of the State of Texas without giving effect to any
conflict or choice of law rules or principles under which the
law of any other jurisdiction would apply. Each party hereby
submits to the jurisdiction of the federal and state courts
located in Harris County and agrees that such courts shall be
exclusive forum and venue for resolving any legal suit, action
or proceeding arising out of or relating to this Agreement.
The headings in this Agreement are for convenience only and
are not a part of the Agreement between the parties.
7.7 Statutory Terms Applicable to State Political
Subdivisions. As required by Chapter 2252 of the Texas
Government Code (the “Code”), and as such terms are
defined therein, Consultant is not listed on, nor does not do
business with, “Companies” that are on the Texas
Comptroller of Public Accounts’ list of “Designated Foreign
Terrorist Organizations.” As required by Chapter 2271 of the
Code, and as such terms are defined therein, Consultant
verifies that it does not, nor will it, “boycott Israel” through the
term of this Agreement. As required by Chapter 2274 of the
Code, and as such terms are defined therein, Consultant
hereby verifies that it does not, nor will it, “boycott energy
companies,” through the term of this Agreement. As required
by Chapter 2274 of the Code, and as such terms are defined
therein, Consultant hereby verifies that it does not have a
practice, policy, guidance, or directive that discriminates
against a “firearm entity” or “firearm trade association,” and
will not discriminate against a firearm entity or firearm trade
association through the term of this Agreement. As required
by Chapter 113 of the Texas Business & Commerce Code,
and as such terms are defined therein, Consultant is not
owned by nor has the majority of stock or other ownership
interest of the company held by (i) individuals who are
citizens of China, Iran, North Korea, Russia or a “designated
country”, or (ii) a company or other entity, including a
governmental entity, that is owned or controlled by citizens of
or is directly controlled by the government of China, Iran,
North Korea, Russia or a “designated country.” Consultant is
headquartered in Houston, Texas.
7.8 Survival. All obligations arising prior to this
Agreement and all provisions of this Agreement allocating
responsibility or liability between the parties will survive the
completion of the services and the termination of this
Agreement.
7.9 Entire Agreement. This Agreement supersedes all
prior agreements and, together with any work release
document issued under this Agreement and signed by both
parties, constitutes the entire agreement between the parties.
Any amendments to this Agreement will be in writing and
signed by both parties. In no event will the printed terms on
any purchase order, work order, or other document provided
by Client modify or amend this Agreement, even if it is signed
by Consultant, unless Consultant signs a written statement
expressly indicating that such terms supersede the terms of
this Agreement. In the event of an inconsistency between
these General Conditions and any other writings, which
comprise this Agreement, the other writings will take
precedence.
Ver. 04NOV2022
Docusign Envelope ID: A3C18777-8B63-499C-A115-06024F525846