R-08-01-24-10E2 - 1/24/2008 RESOLUTION NO. R-08-01-24-10E2
WHEREAS, the City of Round Rock desires to retain general
engineering services, and
WHEREAS, Huggins/Seiler & Associates, L. P. has submitted an
Annual Contract for General Engineering Services to provide said
services, and
WHEREAS, the City Council desires to enter into said contract
with Huggins/Seiler & Associates, L. P. , Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Annual Contract for General Engineering Services
with Huggins/Seiler & Associates, L.P. , a copy of said contract being
attached hereto as Exhibit "A" and incorporated herein for all
purposes .
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 24th day of January, 2008 .
N W2LL, Mayor
Cy of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
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IrROUUND ROCK,TEXAS
PASSION PROSPERITY.
CITY OF ROUND ROCK
ANNUAL CONTRACT FOR GENERAL ENGINEERING SERVICES
FIRM: HUGGINS/SEILER&ASSOCIATES,L.P. ("Engineer")
ADDRESS: 116 East Main,Round Rock,TX 78664
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered
into to be effective on , 2008 by and between the CITY OF
ROUND ROCK, a Texas home-rule municipal corporation, whose offices are located at 221 East
Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer,
and such Contract is for the purpose of contracting for professional engineering services.
RECITALS:
WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A
entitled"Professional Services Procurement Act"provides for the procurement by municipalities
of services of professional engineers; and
WHEREAS, City and Engineer desire to contract for such professional engineering
services; and
WHEREAS, City and Engineer wish to document their agreement concerning the
requirements and respective obligations of the parties;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable considerations, and the covenants and agreements hereinafter contained to be kept and
performed by the respective parties hereto, it is agreed as follows:
Engineering Services Contract
File Name: huggins/seiler-08genservices;00127135
EEXHIBIT
An
CONTRACT DOCUMENTS
The Contract Documents consist of this Contract and any exhibits attached hereto (which
exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental
Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire
contract, and all are as fully a part of this Contract as if attached to this Contract or repeated
herein.
ARTICLE 1
CITY SERVICES
City shall perform or provide services as identified in Exhibit A entitled"City Services."
ARTICLE 2
ENGINEERING SERVICES
Engineer shall perform Engineering Services as identified in Exhibit B entitled
"Engineering Services."
Engineer shall perform the Engineering Services in accordance with a Work Schedule to
be agreed upon between City and Engineer as part of the Notice to Proceed provided in Article 7
herein, "Work Schedule." Such Work Schedule shall contain a complete schedule so that the
Engineering Services under this Contract may be accomplished within the specified time and at
the specified cost. The Work Schedule shall provide specific work sequences and definite review
times by City and Engineer of all Engineering Services. Should the review times or Engineering
Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer
may submit a timely written request for additional time, which shall be subject to the approval of
the City Manager.
ARTICLE 3
CONTRACT TERM
(1) Term. This Agreement shall be from the date hereof and shall terminate at the close
of business on the 31st day of the month of December, 2008, or as otherwise terminated as
provided in Article 20 entitled "Termination." Any work performed or costs incurred after the
date of termination shall not be eligible for reimbursement.
(2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical
importance, and agrees to undertake all necessary efforts to expedite the performance of
Engineering Services required herein so that Engineering Services will be commenced and
completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as
provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and
consultants necessary to fully and timely accomplish all Engineering Services required under this
Contract in a professional manner.
2.
(3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with
Engineering Services until authorized in writing by City to proceed as provided in Article 7.
ARTICLE 4
COMPENSATION
City shall pay and Engineer agrees to accept the amount shown below as full
compensation for all engineering services performed and to be performed under this Contract.
Engineer shall be paid on the basis of actual salaries paid for actual hours worked for
employees performing work associated with this Contract, plus a fixed fee of 12%, plus an
overhead rate of 150%. The Fee Schedule attached hereto as Exhibit C sets forth the labor cost
utilized to compute the amount payable under this Contract, as provided below. Payment of
monies due for the Engineer's subconsultant's services shall be based on the actual amount billed
to the Engineer by the subconsultant. Payment of monies due for direct cost expenses outlined in
Exhibit C shall be based on the actual costs.
The maximum amount payable under this Contract, without modification of this Contract
as provided herein, is the sum of Two Hundred Thousand Dollars, ($200,000.00). Engineer shall
prepare and submit to City monthly progress reports in sufficient detail to support the progress of
the work and to support invoices requesting monthly payment. Any preferred format of City for
such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services".
Satisfactory progress of work shall be an absolute condition of payment.
The maximum amount payable herein may be adjusted for additional work requested and
performed only if approved by written Supplemental Agreement.
ARTICLE 5
METHOD OF PAYMENT
Payments to Engineer shall be made while Engineering Services are in progress.
Engineer shall prepare and submit to City, not more frequently than once a month, an invoice
showing Engineering Services performed. This submittal shall also include a progress
assessment report in a form acceptable to City.
Payments shall be made by City based upon Engineering Services actually provided and
performed. Upon timely receipt and approval of each statement, City shall make a good faith
effort to pay the amount which is due and payable within thirty (30) days. City reserves the right
to withhold payment pending verification of satisfactory Engineering Services performed.
Engineer has the responsibility to submit proof to City, adequate and sufficient in its
determination,that Engineering Services were performed.
The certified statements shall show the total amount earned to the date of submission and
shall show the amount due and payable as of the date of the current statement. Final payment
does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting
from his/her/its negligence.
3.
ARTICLE 6
PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Engineer will be made within thirty (30) days of the day on which the performance of services
was complete, or within thirty (30) days of the day on which City receives a correct invoice for
services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that
which is permitted by Texas law) for payments not made in accordance with this prompt
payment policy; however,this policy does not apply in the event:
A. There is a bona fide dispute between City and Engineer concerning the supplies,
materials, or equipment delivered or the services performed that causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Engineer and a subcontractor or between a
subcontractor and its supplier concerning supplies, materials, or equipment
delivered or the Engineering Services performed which causes the payment to be
late; or
D. The invoice is not mailed to City in strict accordance with instructions, if any, on
the purchase order, or this Contract or other such contractual agreement.
City shall document to Engineer the issues related to disputed invoices within ten (10)
calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct
and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code.
ARTICLE 7
NOTICE TO PROCEED
The Engineer shall not proceed with any task listed on Exhibit B until the City has
issued a written Notice to Proceed regarding such task. The City shall not be responsible for
work performed or costs incurred by Engineer related to any task for which a Notice to Proceed
has not been issued.
ARTICLE 8
PROJECT TEAM
City's Designated Representative for purposes of this Contract is as follows:
Bill Stablein
Transportation Engineering Associate
2008 Enterprise Drive
Round Rock, Texas 78664
Telephone Number(512) 218-5562
Fax Number(512) 218-3242
Email Address bstablein@round-rock.tx.us
City's Designated Representative shall be authorized to act on City's behalf with respect
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to this Contract. City or City's Designated Representative shall render decisions in a timely
manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in
the orderly and sequential progress of Engineering Services.
Engineer's Designated Representative for purposes of this Contract is as follows:
Billy L. Huggins
President
116 East Main
Round Rock, TX 78664
Telephone Number (512) 828-0406
Fax Number (512) 828-0429
Email Address bhuggins@hsaengineering.com
ARTICLE 9
PROGRESS EVALUATION
Engineer shall, from time to time during the progress of the Engineering Services, confer
with City at City's election. Engineer shall prepare and present such information as may be
pertinent and necessary, or as may be requested by City, in order for City to evaluate features of
the Engineering Services. At the request of City or Engineer, conferences shall be provided at
Engineer's office, the offices of City, or at other locations designated by City. When requested
by City, such conferences shall also include evaluation of the Engineering Services.
Should City determine that the progress in Engineering Services does not satisfy the
Work Schedule, then City shall review the Work Schedule with Engineer to determine
corrective action required.
Engineer shall promptly advise City in writing of events which have or may have a
significant impact upon the progress of the Engineering Services, including but not limited to
the following:
(1) Problems, delays, adverse conditions which may materially affect the ability to meet
the objectives of the Work Schedule, or preclude the attainment of Engineering
Services units by established time periods; and such disclosure shall be accompanied
by statement of actions taken or contemplated, and City assistance needed to resolve
the situation, if any; and
(2) Favorable developments or events which enable meeting the Work Schedule goals
sooner than anticipated.
5.
ARTICLE 10
SUSPENSION
Should City desire to suspend the Engineering Services, but not to terminate this
Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar
days' verbal notification followed by written confirmation to that effect. Such thirty-day notice
may be waived in writing by agreement and signature of both parties. The Engineering Services
may be reinstated and resumed in full force and effect within sixty (60) days of receipt of
written notice from City to resume the Engineering Services. Such sixty-day notice may be
waived in writing by agreement and signature of both parties. If this Contract is suspended for
more than thirty (30)days, Engineer shall have the option of terminating this Contract.
City assumes no liability for Engineering Services performed or costs incurred prior to
the date authorized by City for Engineer to begin Engineering Services, and/or during periods
when Engineering Services is suspended, and/or subsequent to the contract completion date.
ARTICLE 11
ADDITIONAL ENGINEERING SERVICES
If Engineer forms a reasonable opinion that any work he/she/it has been directed to
perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall
promptly notify City in writing. In the event City finds that such work does constitute extra
work and exceeds the maximum amount payable, City shall so advise Engineer and a written
Supplemental Contract will be executed between the parties as provided in Article 13. Engineer
shall not perform any proposed additional work nor incur any additional costs prior to the
execution, by both parties, of a written Supplemental Contract. City shall not be responsible for
actions by Engineer nor for any costs incurred by Engineer relating to additional work not
directly associated with the performance of the Engineering Services authorized in this Contract
or any amendments thereto.
ARTICLE 12
CHANGES IN ENGINEERING SERVICES
If City deems it necessary to request changes to previously satisfactorily completed
Engineering Services or parts thereof which involve changes to the original Engineering
Services or character of Engineering Services under this Contract, then Engineer shall make
such revisions as requested and as directed by City. Such revisions shall be considered as
additional Engineering Services and paid for as specified under Article 11.
Engineer shall make revisions to Engineering Services authorized hereunder as are
necessary to correct errors appearing therein, when required to do so by City. No additional
compensation shall be due for such Engineering Services.
6.
ARTICLE 13
SUPPLEMENTAL CONTRACTS
The terms of this Contract may be modified by written Supplemental Contract if City
determines that there has been a significant change in (1) the scope, complexity or character of
the Engineering Services, or (2) the duration of the Engineering Services. Any such
Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until
the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be
identified as provided in Article 4.
It is understood and agreed by and between both parties that Engineer shall make no
claim for extra work done or materials furnished until the City authorizes full execution of the
written Supplemental Contract and authorization to proceed. City reserves the right to withhold
payment pending verification of satisfactory Engineering Services performed.
ARTICLE 14
OWNERSHIP OF DOCUMENTS
All data, basic sketches, charts, calculations, plans, specifications, and other documents
created or collected under the terms of this Contract are the exclusive property of City and shall
be furnished to City upon request. All documents prepared by Engineer and all documents
furnished to Engineer by City shall be delivered to City upon completion or termination of this
Contract. Engineer, at its own expense, may retain copies of such documents or any other data
which it has furnished City under this Contract.
ARTICLE 15
PERSONNEL, EQUIPMENT AND MATERIAL
Engineer shall furnish and maintain, at its own expense, quarters for the performance of
all Engineering Services, and adequate and sufficient personnel and equipment to perform the
Engineering Services as required. All employees of Engineer shall have such knowledge and
experience as will enable them to perform the duties assigned to them. Any employee of
Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to
the Engineering Services shall immediately be removed from association with this Contract
when so instructed by City. Engineer certifies that it presently has adequate qualified personnel
in its employment for performance of the Engineering Services required under this Contract, or
will obtain such personnel from sources other than City. Engineer may not change the Project
Manager without prior written consent of City.
ARTICLE 16
SUBCONTRACTING
Engineer shall not assign, subcontract or transfer any portion of the Engineering Services
under this Contract without prior written approval from City. All subcontracts shall include the
provisions required in this Contract and shall be approved as to form, in writing, by City prior to
Engineering Services being performed under the subcontract. No subcontract shall relieve
Engineer of any responsibilities under this Contract.
7.
ARTICLE 17
EVALUATION OF ENGINEERING SERVICES
City, or any authorized representatives of it, shall have the right at all reasonable times to
review or otherwise evaluate the Engineering Services performed or being performed hereunder
and the premises on which it is being performed. If any review or evaluation is made on the
premises of Engineer or a subcontractor, then Engineer shall provide and require its
subcontractors to provide all reasonable facilities and assistance for the safety and convenience
of City or other representatives in the performance of their duties.
ARTICLE 18
SUBMISSION OF REPORTS
All applicable study reports shall be submitted in preliminary form for approval by City
before any final report is issued. City's comments on Engineer's preliminary reports shall be
addressed in any final report.
ARTICLE 19
VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT
Violation of contract terms or breach of contract by Engineer shall be grounds for
termination of this Contract, and any increased costs arising from Engineer's default, breach of
contract, or violation of contract terms shall be paid by Engineer.
ARTICLE 20
TERMINATION
This Contract may be terminated as set forth below.
(1) By mutual agreement and consent, in writing, of both parties.
(2) By City, by notice in writing to Engineer, as a consequence of failure by
Engineer to perform the Engineering Services set forth herein in a satisfactory
manner.
(3) By either party, upon the failure of the other party to fulfill its obligations as set
forth herein.
(4) By City, for reasons of its own and not subject to the mutual consent of
Engineer, upon not less than thirty (30) days' written notice to Engineer.
(5) By satisfactory completion of all Engineering Services and obligations described
herein.
Should City terminate this Contract as herein provided, no fees other than fees due and
payable at the time of termination shall thereafter be paid to Engineer. In determining the value
of the Engineering Services performed by Engineer prior to termination, City shall be the sole
judge. Should City terminate this Contract under Subsection (4) immediately above, then the
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amount charged during the thirty-day notice period shall not exceed the amount charged during
the preceding thirty (30) days.
If Engineer defaults in the performance of this Contract or if City terminates this
Contract for fault on the part of Engineer, then City shall give consideration to the actual costs
incurred by Engineer in performing the Engineering Services to the date of default, the amount
of Engineering Services required which was satisfactorily completed to date of default, the
value of the Engineering Services which are usable to City, the cost to City of employing
another firm to complete the Engineering Services required and the time required to do so, and
other factors which affect the value to City of the Engineering Services performed at the time of
default.
The termination of this Contract and payment of an amount in settlement as prescribed
above shall extinguish all rights, duties, and obligations of City and Engineer under this
Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws."
If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its
contractual obligations, then City may take over and prosecute the Engineering Services to
completion. In such case, Engineer shall be liable to City for any additional and reasonable costs
incurred by City.
Engineer shall be responsible for the settlement of all contractual and administrative
issues arising out of any procurements made by Engineer in support of the Engineering Services
under this Contract.
ARTICLE 21
COMPLIANCE WITH LAWS
(1) Compliance. Engineer shall comply with all applicable federal, state and local
laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court,
or administrative bodies or tribunals in any manner affecting the performance of this Contract,
including without limitation, minimum/maximum salary and wage statutes and regulations, and
licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its
compliance.
Engineer shall further obtain all permits and licenses required in the performance of the
Engineering Services contracted for herein.
(2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the
Engineering Services performed hereunder. City is qualified for exemption pursuant to the
provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
ARTICLE 22
INDEMNIFICATION
Engineer shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Contract, which are caused by or which result from the negligent error,
9.
omission, or negligent act of Engineer or of any person employed by Engineer or under
Engineer's direction or control.
Engineer shall also save and hold City harmless from any and all expenses, including but
not limited to attorneys fees which may be incurred by City in litigation or otherwise defending
claims or liabilities which may be imposed on City as a result of such negligent activities by
Engineer, its agents, or employees.
ARTICLE 23
ENGINEER'S RESPONSIBILITIES
Engineer shall be responsible for the accuracy of his/her/its Engineering Services and
shall promptly make necessary revisions or corrections to its work product resulting from errors,
omissions, or negligent acts, and same shall be done without compensation. City shall determine
Engineer's responsibilities for all questions arising from design errors and/or omissions.
Engineer shall not be relieved of responsibility for subsequent correction of any such errors or
omissions in its work product, or for clarification of any ambiguities until after the construction
phase of a project has been completed.
ARTICLE 24
ENGINEER'S SEAL
The responsible engineer shall sign, seal and date all appropriate engineering
submissions to City in accordance with the Texas Engineering Practice Act and the rules of the
State Board of Registration for Professional Engineers.
ARTICLE 25
NON-COLLUSION,FINANCIAL INTEREST PROHIBITED
(1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any
company or persons, other than a bona fide employee working solely for Engineer, to solicit or
secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer
any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent
upon or resulting from the award or making of this Contract. For breach or violation of this
warranty, City reserves and shall have the right to annul this Contract without liability or, in its
discretion and at its sole election, to deduct from the contract price or compensation, or to
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
(2) Financial Interest Prohibited. Engineer covenants and represents that Engineer,
his/her/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 for the construction of a project.
10.
ARTICLE 26
INSURANCE
(1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the
entire term while this Contract is in effect professional liability insurance coverage in the
minimum amount of One Million Dollars from a company authorized to do insurance business in
Texas and otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24)
hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in
coverage it receives from its insurer.
(2) Subconsultant Insurance. Without limiting any of the other obligations or
liabilities of Engineer, Engineer shall require each subconsultant performing work under this
Contract to maintain during the term of this Contract, at the subconsultant's own expense, the
same stipulated minimum insurance required in Article 26, Section (1) above, including the
required provisions and additional policy conditions as shown below in Article 26, Section (3).
Engineer shall obtain and monitor the certificates of insurance from each subconsultant in
order to assure compliance with the insurance requirements. Engineer must retain the certificates
of insurance for the duration of this Contract, and shall have the responsibility of enforcing these
insurance requirements among its subconsultants. City shall be entitled, upon request and
without expense, to receive copies of these certificates of insurance.
(3) Insurance Policy Endorsements. Each insurance policy shall include the following
conditions by endorsement to the policy:
(a) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non-renewal or reduction in limits by endorsement a notice thereof shall be given
to City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
(b) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any such future coverage, or to City's Self-Insured
Retentions of whatever nature.
(4) Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Engineer shall be borne solely by Engineer, with certificates of insurance
evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance
are evidenced as Exhibit E herein entitled"Certificates of Insurance."
ARTICLE 27
COPYRIGHTS
City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or
otherwise use, and to authorize others to use, any reports developed by Engineer for governmental
purposes.
11.
ARTICLE 28
SUCCESSORS AND ASSIGNS
This Contract shall be binding upon and inure to the benefit of the parties hereto, their
successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer
any interest in this Contract, in whole or in part, by operation of law or otherwise, without
obtaining the prior written consent of City.
ARTICLE 29
SEVERABILITY
In the event any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity,
illegality or unenforceability shall not affect any other provision thereof and this Contract shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
ARTICLE 30
PRIOR AGREEMENTS SUPERSEDED
This Contract constitutes the sole agreement of the parties hereto, and supersedes any
prior understandings or written or oral contracts between the parties respecting the subject
matter defined herein. This Contract may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
ARTICLE 31
ENGINEER'S ACCOUNTING RECORDS
Records pertaining to this Contract, and records of accounts between City and Engineer,
shall be kept on a generally recognized accounting basis and shall be available to City or its
authorized representatives at mutually convenient times. The City reserves the right to review
all records it deems relevant which are related to this Contract.
ARTICLE 32
NOTICES
All notices to either party by the other required under this Contract shall be personally
delivered or mailed to such party at the following respective addresses:
City:
City of Round Rock
Attention: City Manager
221 East Main Street
Round Rock, TX 78664
and to:
12.
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
Engineer:
Billy L. Huggins
President
Huggins/Seiler&Associates, L.P.
116 East Main
Round Rock, TX 78664
ARTICLE 33
GENERAL PROVISIONS
(1) Time is of the Essence. Engineer understands and agrees that time is of the essence
and that any failure of Engineer to complete the Engineering Services for each phase of this
Contract within the agreed Work Schedule may constitute a material breach of this Contract.
Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its
reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of
performance as defined herein. Where damage is caused to City due to Engineer's negligent
failure to perform City may accordingly withhold, to the extent of such damage, Engineer's
payments hereunder without waiver of any of City's additional legal rights or remedies.
(2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this
Contract if prevented from performing any of their obligations hereunder by reasons for which
they are not responsible or circumstances beyond their control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
(3) Enforcement and Venue. This Contract shall be enforceable in Round Rock,
Williamson County, 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 Contract shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas.
(4) Standard of Performance. The standard of care for all professional engineering,
consulting and related services performed or furnished by Engineer and its employees under this
Contract will be the care and skill ordinarily used by members of Engineer's profession
practicing under the same or similar circumstances at the same time and in the same locality.
Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under
this Contract or otherwise, in connection with the Engineering Services.
(5) Opinion of Probable Cost. Any opinions of probable cost or probable construction
cost provided by Engineer are made on the basis of information available to Engineer and on the
basis of Engineer's experience and qualifications and represents its judgment as an experienced
13.
and qualified professional engineer. However, since Engineer has no control over the cost of
labor, materials, equipment or services furnished by others, or over the contractor(s') methods
of determining prices, or over competitive bidding or market conditions, Engineer does not
guarantee that proposals, bids or actual project or construction cost will not vary from opinions
of probable cost Engineer prepares.
(6) Opinions and Determinations. Where the terms of this Contract provide for action
to be based upon opinion,judgment, approval, review, or determination of either party hereto,
such terms are not intended to be and shall never be construed as permitting such opinion,
judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable.
ARTICLE 34
SIGNATORY WARRANTY
The undersigned signatory for Engineer hereby represents and warrants that the
signatory is an officer of the organization for which he/she has executed this Contract and that
he/she has full and complete authority to enter into this Contract on behalf of the firm. The
above-stated representations and warranties are made for the purpose of inducing City to enter
into this Contract.
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be
signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer,
signing by and through its duly authorized representative(s), thereby binding the parties hereto,
their successors, assigns and representatives for the faithful and full performance of the terms
and provisions hereof.
CITY OF ROUND ROCK, TEXAS APPROVED AS TO FORM:
By:
Nyle Maxwell, Mayor Stephan L. Sheets, City Attorney
ATTEST:
By:
Sara White, City Secretary
HUGGINS/SEILER&ASSOCIATES, L.P.
641, OJ
By:
Signatureri ipal/ V 11
Printed Name: 0t l!4 L . i-r l
14.
LIST OF EXHIBITS ATTACHED
(1) Exhibit A City Services
(2) Exhibit B Engineering Services
(3) Exhibit C Fee Schedule
(4) Exhibit D Certificates of Insurance
EXHIBIT A
City Services
The City of Round Rock will furnish to the Engineer the following items/information:
• Any pertinent existing baseline information relating to the assigned tasks
• Timelines relating to critical submission dates
• Timely review and approval of submitted information
EXHIBIT B
Engineering Services
The work effort and the management of the projects included in this contract will be conducted
in the Engineer's office in Round Rock, Texas. The Engineer will be readily available and
accessible to the City of Round Rock's staff and will meet with the City's project manager as
necessary. All work is subject to the review and approval of the City of Round Rock.
The Engineer will solicit and secure written permission for entry to accomplish any work beyond
the existing right-of-way line.
The Engineer is fully responsible for any traffic control required for any data collection
activities. The control must be consistent with the City's procedures. The Engineer may not
close a lane of traffic without the written approval of the City.
All survey work will be done in accordance with Texas Board of Professional Surveyors
"Manual of Practice for Land Surveying."
The Engineer shall provide the following services:
• Environmental Services and assistance
• Preliminary Design Studies
• Schematic Design
• Traffic modeling and simulations
• Meeting displays and exhibits
• Right-of-way Maps,parcel descriptions and parcel sketches
• Utility identification and coordination
• Preliminary review of plats for compliance with TMP requirements.
• Plans, Specifications and Estimates (PS&E) for various projects
• Programming assistance and construction cost estimating services
• Review of PS&E and associated documents prepared by others
• Other engineering tasks as detailed in future Work Orders
EXHIBIT C
Fee Schedule
HUGGINS/SEILER& ASSOCIATES, LP
DIRECT LABOR RATE UNITS
Project Manager
Engineer V
Engineering Specialist V
Engineer IV "
�n
Engineering Specialist IVB ft M 'k4-
Engineer III
Engineering Specialist III -
Engineer II �.
Engineering Specialist II
Engineer I
Engineering Specialist I
Engineering Technician IV
Engineering Technician III
Engineering in Training II
Engineering in Training I # '
Engineering Technician IIS
Engineering Technician I
Administrative III '
Administrative II
Administrative I r
Clerical
DIRECT COSTS
,7 �� y
_$ S+'
r M3
OVERHEAD
FIXED FEE �.`
EXHIBIT D
Certificate of Insurance
(Behind this page)
i
CERTIFICATE OF LIABILITY INSURANCE Date: 11/29//2007
i
PRODUCER 972-581-4800 COMPANIES AFFORDING COVERAGE
Bell Insurance Group
16980 Dallas Parkway A St.Paul Fire&Marine Insurance Co.
Dallas, TX 75248 B
C
INSURED D
Huggins/Seiler &Associates, LP
116 E. Main
Round Rock, TX 78664
THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the
business operations hereinafter described, for the types of insurance and in accordance with the provisions of the
standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted
below.
CO TYPE OF POLICY EFFECTIVE EXPIRATION LIMITS
LTR INSURANCE NUMBER DATE DATE
GENERAL LIABILITY GENERAL AGGREGATE $
PRODUCTS-COMP/OP AGG. $
PERSONAL&ADV.INJURY $
EACH OCCURRENCE $
FIRE DAMAGE(Any one fire) $
MED.EXPENSE(Any one person) $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
BODILY INJURY(Per person) $
BODILY INJURY(Per accident) $
PROPERTY DAMAGE $
EXCESS LIABILITY EACH OCCURRENCE $
AGGREGATE $
WORKERS'COMPENSATION STATUTORY LIMITS $
AND EMPLOYERS'LIABILITY EACH ACCIDENT $
DISEASE-POLICY LIMIT $
DISEASE-EACH EMPLOYEE $
A PROFESSIONAL LIABILITY QP03811449 12/12/2007 12/12/2008 EACH OCCURRENCE $2,000,000.
AGGREGATE $2,000,000.
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS/EXCEPTIONS
The City of Round Rock is named as additional insured with respect to all policies except 'Workers' Compensation and Employers' Liability'
and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing
company will mail thirty(30)days written notice to the certificate holder named below.
CERTIFICATE HOLDER: City Manager
City of Round Rock SIGNATU F AUT ED REPRESENTATIVE
221 E.Main Street
Round Rock, Texas 78664
Typed Name.Byron E. Johnson, CPCU
Title: Executive Vice President
00650-7/2003 Page 1 Certificate of Liability Insurance
DATE: January 17, 2008
SUBJECT: City Council Meeting - January 24, 2008
ITEM: 10E2. Consider a resolution authorizing the Mayor to execute an Annual
Contract for General Engineering Services with Huggins/Seiler &
Associates, L.P.
Department: Transportation Services
Staff Person: Tom Martin, P.E., Transportation Director
Justification:
This is an annual contract for the engineering services for the Transportation Services
Department, including such services as schematic design, traffic modeling and simulations,
utility identification coordination, as well as other work required. Work, under this contract,
will be done under an individual work order per each assignment.
Funding:
Cost: $200,000.00
Source of funds: Transportation System Development Corporation
Outside Resources: N/A
Background Information:
Huggins/Seiler & Associates, L.P., has previously provided design studies, schematic design,
right-of-way maps, as well as other related engineering tasks as detailed and agreed to by
the City.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
'ROUND ROCK.TEXAS
PURPOSE.KSSION.PROSPERITY
CITY OF ROUND ROCK
ANNUAL CONTRACT FOR GENERAL ENGINEERING SERVICES
FIRM: HUGGINS/SEILER&ASSOCIATES,L.P. ("Engineer")
ADDRESS: 116 East Main,Round Rock,TX 78664
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered
into to be effective on - ; mIm . 2+ , 2008 by and between the CITY OF
ROUND ROCK, a Texas home-rule m icipal corporation,whose offices are located at 221 East
Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer,
and such Contract is for the purpose of contracting for professional engineering services.
RECITALS:
WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A
entitled"Professional Services Procurement Act"provides for the procurement by municipalities
of services of professional engineers; and
WHEREAS, City and Engineer desire to contract for such professional engineering
services; and
WHEREAS, City and Engineer wish to document their agreement concerning the
requirements and respective obligations of the parties;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable considerations, and the covenants and agreements hereinafter contained to be kept and
performed by the respective parties hereto, it is agreed as follows:
Engineering Services Contract
File Name: huggins/seiler-08genservices;00127135
CONTRACT DOCUMENTS
The Contract Documents consist of this Contract and any exhibits attached hereto (which
exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental
Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire
contract, and all are as fully a part of this Contract as if attached to this Contract or repeated
herein.
ARTICLE 1
CITY SERVICES
City shall perform or provide services as identified in Exhibit A entitled "City Services."
ARTICLE 2
ENGINEERING SERVICES
Engineer shall perform Engineering Services as identified in Exhibit B entitled
"Engineering Services."
Engineer shall perform the Engineering Services in accordance with a Work Schedule to
be agreed upon between City and Engineer as part of the Notice to Proceed provided in Article 7
herein, "Work Schedule." Such Work Schedule shall contain a complete schedule so that the
Engineering Services under this Contract may be accomplished within the specified time and at
the specified cost. The Work Schedule shall provide specific work sequences and definite review
times by City and Engineer of all Engineering Services. Should the review times or Engineering
Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer
may submit a timely written request for additional time, which shall be subject to the approval of
the City Manager.
ARTICLE 3
CONTRACT TERM
(1) Term. This Agreement shall be from the date hereof and shall terminate at the close
of business on the 31st day of the month of December, 2008, or as otherwise terminated as
provided in Article 20 entitled "Termination." Any work performed or costs incurred after the
date of termination shall not be eligible for reimbursement.
(2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical
importance, and agrees to undertake all necessary efforts to expedite the performance of
Engineering Services required herein so that Engineering Services will be commenced and
completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as
provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and
consultants necessary to fully and timely accomplish all Engineering Services required under this
Contract in a professional manner.
2.
(3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with
Engineering Services until authorized in writing by City to proceed as provided in Article 7.
ARTICLE 4
COMPENSATION
City shall pay and Engineer agrees to accept the amount shown below as full
compensation for all engineering services performed and to be performed under this Contract.
Engineer shall be paid on the basis of actual salaries paid for actual hours worked for
employees performing work associated with this Contract, plus a fixed fee of 12%, plus an
overhead rate of 150%. The Fee Schedule attached hereto as Exhibit C sets forth the labor cost
utilized to compute the amount payable under this Contract, as provided below. Payment of
monies due for the Engineer's subconsultant's services shall be based on the actual amount billed
to the Engineer by the subconsultant. Payment of monies due for direct cost expenses outlined in
Exhibit C shall be based on the actual costs.
The maximum amount payable under this Contract, without modification of this Contract
as provided herein, is the sum of Two Hundred Thousand Dollars, ($200,000.00). Engineer shall
prepare and submit to City monthly progress reports in sufficient detail to support the progress of
the work and to support invoices requesting monthly payment. Any preferred format of City for
such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services".
Satisfactory progress of work shall be an absolute condition of payment.
The maximum amount payable herein may be adjusted for additional work requested and
performed only if approved by written Supplemental Agreement.
ARTICLE 5
METHOD OF PAYMENT
Payments to Engineer shall be made while Engineering Services are in progress.
Engineer shall prepare and submit to City, not more frequently than once a month, an invoice
showing Engineering Services performed. This submittal shall also include a progress
assessment report in a form acceptable to City.
Payments shall be made by City based upon Engineering Services actually provided and
performed. Upon timely receipt and approval of each statement, City shall make a good faith
effort to pay the amount which is due and payable within thirty (30) days. City reserves the right
to withhold payment pending verification of satisfactory Engineering Services performed.
Engineer has the responsibility to submit proof to City, adequate and sufficient in its
determination, that Engineering Services were performed.
The certified statements shall show the total amount earned to the date of submission and
shall show the amount due and payable as of the date of the current statement. Final payment
does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting
from his/her/its negligence.
3.
ARTICLE 6
PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Engineer will be made within thirty (30) days of the day on which the performance of services
was complete, or within thirty (30) days of the day on which City receives a correct invoice for
services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that
which is permitted by Texas law) for payments not made in accordance with this prompt
payment policy; however, this policy does not apply in the event:
A. There is a bona fide dispute between City and Engineer concerning the supplies,
materials, or equipment delivered or the services performed that causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Engineer and a subcontractor or between a
subcontractor and its supplier concerning supplies, materials, or equipment
delivered or the Engineering Services performed which causes the payment to be
late; or
D. The invoice is not mailed to City in strict accordance with instructions, if any, on
the purchase order, or this Contract or other such contractual agreement.
City shall document to Engineer the issues related to disputed invoices within ten (10)
calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct
and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code.
ARTICLE 7
NOTICE TO PROCEED
The Engineer shall not proceed with any task listed on Exhibit B until the City has
issued a written Notice to Proceed regarding such task. The City shall not be responsible for
work performed or costs incurred by Engineer related to any task for which a Notice to Proceed
has not been issued.
ARTICLE 8
PROJECT TEAM
City's Designated Representative for purposes of this Contract is as follows:
Bill Stablein
Transportation Engineering Associate
2008 Enterprise Drive
Round Rock, Texas 78664
Telephone Number(512) 218-5562
Fax Number(512) 218-3242
Email Address bstablein@round-rock.tx.us
City's Designated Representative shall be authorized to act on City's behalf with respect
4.
to this Contract. City or City's Designated Representative shall render decisions in a timely
manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in
the orderly and sequential progress of Engineering Services.
Engineer's Designated Representative for purposes of this Contract is as follows:
Billy L. Huggins
President
116 East Main
Round Rock, TX 78664
Telephone Number (512) 828-0406
Fax Number (512) 828-0429
Email Address bhuggins@hsaengineering.com
ARTICLE 9
PROGRESS EVALUATION
Engineer shall, from time to time during the progress of the Engineering Services, confer
with City at City's election. Engineer shall prepare and present such information as may be
pertinent and necessary, or as may be requested by City, in order for City to evaluate features of
the Engineering Services. At the request of City or Engineer, conferences shall be provided at
Engineer's office, the offices of City, or at other locations designated by City. When requested
by City, such conferences shall also include evaluation of the Engineering Services.
Should City determine that the progress in Engineering Services does not satisfy the
Work Schedule, then City shall review the Work Schedule with Engineer to determine
corrective action required.
Engineer shall promptly advise City in writing of events which have or may have a
significant impact upon the progress of the Engineering Services, including but not limited to
the following:
(1) Problems, delays, adverse conditions which may materially affect the ability to meet
the objectives of the Work Schedule, or preclude the attainment of Engineering
Services units by established time periods; and such disclosure shall be accompanied
by statement of actions taken or contemplated, and City assistance needed to resolve
the situation, if any; and
(2) Favorable developments or events which enable meeting the Work Schedule goals
sooner than anticipated.
5.
ARTICLE 10
SUSPENSION
Should City desire to suspend the Engineering Services, but not to terminate this
Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar
days' verbal notification followed by written confirmation to that effect. Such thirty-day notice
may be waived in writing by agreement and signature of both parties. The Engineering Services
may be reinstated and resumed in full force and effect within sixty (60) days of receipt of
written notice from City to resume the Engineering Services. Such sixty-day notice may be
waived in writing by agreement and signature of both parties. If this Contract is suspended for
more than thirty (30) days, Engineer shall have the option of terminating this Contract.
City assumes no liability for Engineering Services performed or costs incurred prior to
the date authorized by City for Engineer to begin Engineering Services, and/or during periods
when Engineering Services is suspended, and/or subsequent to the contract completion date.
ARTICLE 11
ADDITIONAL ENGINEERING SERVICES
If Engineer forms a reasonable opinion that any work he/she/it has been directed to
perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall
promptly notify City in writing. In the event City finds that such work does constitute extra
work and exceeds the maximum amount payable, City shall so advise Engineer and a written
Supplemental Contract will be executed between the parties as provided in Article 13. Engineer
shall not perform any proposed additional work nor incur any additional costs prior to the
execution, by both parties, of a written Supplemental Contract. City shall not be responsible for
actions by Engineer nor for any costs incurred by Engineer relating to additional work not
directly associated with the performance of the Engineering Services authorized in this Contract
or any amendments thereto.
ARTICLE 12
CHANGES IN ENGINEERING SERVICES
If City deems it necessary to request changes to previously satisfactorily completed
Engineering Services or parts thereof which involve changes to the original Engineering
Services or character of Engineering Services under this Contract, then Engineer shall make
such revisions as requested and as directed by City. Such revisions shall be considered as
additional Engineering Services and paid for as specified under Article 11.
Engineer shall make revisions to Engineering Services authorized hereunder as are
necessary to correct errors appearing therein, when required to do so by City. No additional
compensation shall be due for such Engineering Services.
6.
ARTICLE 13
SUPPLEMENTAL CONTRACTS
The terms of this Contract may be modified by written Supplemental Contract if City
determines that there has been a significant change in (1) the scope, complexity or character of
the Engineering Services, or (2) the duration of the Engineering Services. Any such
Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until
the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be
identified as provided in Article 4.
It is understood and agreed by and between both parties that Engineer shall make no
claim for extra work done or materials furnished until the City authorizes full execution of the
written Supplemental Contract and authorization to proceed. City reserves the right to withhold
payment pending verification of satisfactory Engineering Services performed.
ARTICLE 14
OWNERSHIP OF DOCUMENTS
All data, basic sketches, charts, calculations, plans, specifications, and other documents
created or collected under the terms of this Contract are the exclusive property of City and shall
be furnished to City upon request. All documents prepared by Engineer and all documents
furnished to Engineer by City shall be delivered to City upon completion or termination of this
Contract. Engineer, at its own expense, may retain copies of such documents or any other data
which it has furnished City under this Contract.
ARTICLE 15
PERSONNEL, EQUIPMENT AND MATERIAL
Engineer shall furnish and maintain, at its own expense, quarters for the performance of
all Engineering Services, and adequate and sufficient personnel and equipment to perform the
Engineering Services as required. All employees of Engineer shall have such knowledge and
experience as will enable them to perform the duties assigned to them. Any employee of
Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to
the Engineering Services shall immediately be removed from association with this Contract
when so instructed by City. Engineer certifies that it presently has adequate qualified personnel
in its employment for performance of the Engineering Services required under this Contract, or
will obtain such personnel from sources other than City. Engineer may not change the Project
Manager without prior written consent of City.
ARTICLE 16
SUBCONTRACTING
Engineer shall not assign, subcontract or transfer any portion of the Engineering Services
under this Contract without prior written approval from City. All subcontracts shall include the
provisions required in this Contract and shall be approved as to form, in writing, by City prior to
Engineering Services being performed under the subcontract. No subcontract shall relieve
Engineer of any responsibilities under this Contract.
7.
ARTICLE 17
EVALUATION OF ENGINEERING SERVICES
City, or any authorized representatives of it, shall have the right at all reasonable times to
review or otherwise evaluate the Engineering Services performed or being performed hereunder
and the premises on which it is being performed. If any review or evaluation is made on the
premises of Engineer or a subcontractor, then Engineer shall provide and require its
subcontractors to provide all reasonable facilities and assistance for the safety and convenience
of City or other representatives in the performance of their duties.
ARTICLE 18
SUBMISSION OF REPORTS
All applicable study reports shall be submitted in preliminary form for approval by City
before any final report is issued. City's comments on Engineer's preliminary reports shall be
addressed in any final report.
ARTICLE 19
VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT
Violation of contract terms or breach of contract by Engineer shall be grounds for
termination of this Contract, and any increased costs arising from Engineer's default, breach of
contract, or violation of contract terms shall be paid by Engineer.
ARTICLE 20
TERMINATION
This Contract may be terminated as set forth below.
(1) By mutual agreement and consent, in writing, of both parties.
(2) By City, by notice in writing to Engineer, as a consequence of failure by
Engineer to perform the Engineering Services set forth herein in a satisfactory
manner.
(3) By either party, upon the failure of the other party to fulfill its obligations as set
forth herein.
(4) By City, for reasons of its own and not subject to the mutual consent of
Engineer, upon not less than thirty (30) days' written notice to Engineer.
(5) By satisfactory completion of all Engineering Services and obligations described
herein.
Should City terminate this Contract as herein provided, no fees other than fees due and
payable at the time of termination shall thereafter be paid to Engineer. In determining the value
of the Engineering Services performed by Engineer prior to termination, City shall be the sole
judge. Should City terminate this Contract under Subsection (4) immediately above, then the
8.
amount charged during the thirty-day notice period shall not exceed the amount charged during
the preceding thirty (30) days.
If Engineer defaults in the performance of this Contract or if City terminates this
Contract for fault on the part of Engineer, then City shall give consideration to the actual costs
incurred by Engineer in performing the Engineering Services to the date of default, the amount
of Engineering Services required which was satisfactorily completed to date of default, the
value of the Engineering Services which are usable to City, the cost to City of employing
another firm to complete the Engineering Services required and the time required to do so, and
other factors which affect the value to City of the Engineering Services performed at the time of
default.
The termination of this Contract and payment of an amount in settlement as prescribed
above shall extinguish all rights, duties, and obligations of City and Engineer under this
Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws."
If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its
contractual obligations, then City may take over and prosecute the Engineering Services to
completion. In such case, Engineer shall be liable to City for any additional and reasonable costs
incurred by City.
Engineer shall be responsible for the settlement of all contractual and administrative
issues arising out of any procurements made by Engineer in support of the Engineering Services
under this Contract.
ARTICLE 21
COMPLIANCE WITH LAWS
(1) Compliance. Engineer shall comply with all applicable federal, state and local
laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court,
or administrative bodies or tribunals in any manner affecting the performance of this Contract,
including without limitation, minimum/maximum salary and wage statutes and regulations, and
licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its
compliance.
Engineer shall further obtain all permits and licenses required in the performance of the
Engineering Services contracted for herein.
(2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the
Engineering Services performed hereunder. City is qualified for exemption pursuant to the
provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
ARTICLE 22
INDEMNIFICATION
Engineer shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Contract, which are caused by or which result from the negligent error,
9.
omission, or negligent act of Engineer or of any person employed by Engineer or under
Engineer's direction or control.
Engineer shall also save and hold City harmless from any and all expenses, including but
not limited to attorneys fees which may be incurred by City in litigation or otherwise defending
claims or liabilities which may be imposed on City as a result of such negligent activities by
Engineer, its agents, or employees.
ARTICLE 23
ENGINEER'S RESPONSIBILITIES
Engineer shall be responsible for the accuracy of his/her/its Engineering Services and
shall promptly make necessary revisions or corrections to its work product resulting from errors,
omissions, or negligent acts, and same shall be done without compensation. City shall determine
Engineer's responsibilities for all questions arising from design errors and/or omissions.
Engineer shall not be relieved of responsibility for subsequent correction of any such errors or
omissions in its work product, or for clarification of any ambiguities until after the construction
phase of a project has been completed.
ARTICLE 24
ENGINEER'S SEAL
The responsible engineer shall sign, seal and date all appropriate engineering
submissions to City in accordance with the Texas Engineering Practice Act and the rules of the
State Board of Registration for Professional Engineers.
ARTICLE 25
NON-COLLUSION. FINANCIAL INTEREST PROHIBITED
(1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any
company or persons, other than a bona fide employee working solely for Engineer, to solicit or
secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer
any fee, commission, percentage, brokerage fee, gifts, or any other consideration,.contingent
upon or resulting from the award or making of this Contract. For breach or violation of this
warranty, City reserves and shall have the right to annul this Contract without liability or, in its
discretion and at its sole election, to deduct from the contract price or compensation, or to
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
(2) Financial Interest Prohibited. Engineer covenants and represents that Engineer,
his/her/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 for the construction of a project.
10.
ARTICLE 26
INSURANCE
(1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the
entire term while this Contract is in effect professional liability insurance coverage in the
minimum amount of One Million Dollars from a company authorized to do insurance business in
Texas and otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24)
hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in
coverage it receives from its insurer.
(2) Subconsultant Insurance. Without limiting any of the other obligations or
liabilities of Engineer, Engineer shall require each subconsultant performing work under this
Contract to maintain during the term of this Contract, at the subconsultant's own expense, the
same stipulated minimum insurance required in Article 26, Section (1) above, including the
required provisions and additional policy conditions as shown below in Article 26, Section(3).
Engineer shall obtain and monitor the certificates of insurance from each subconsultant in
order to assure compliance with the insurance requirements. Engineer must retain the certificates
of insurance for the duration of this Contract, and shall have the responsibility of enforcing these
insurance requirements among its subconsultants. City shall be entitled, upon request and
without expense, to receive copies of these certificates of insurance.
(3) Insurance Policy Endorsements. Each insurance policy shall include the following
conditions by endorsement to the policy:
(a) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non-renewal or reduction in limits by endorsement a notice thereof shall be given
to City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
(b) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any such future coverage, or to City's Self-Insured
Retentions of whatever nature.
(4) Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Engineer shall be borne solely by Engineer, with certificates of insurance
evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance
are evidenced as Exhibit E herein entitled"Certificates of Insurance."
ARTICLE 27
COPYRIGHTS
City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or
otherwise use, and to authorize others to use, any reports developed by Engineer for governmental
purposes.
11.
ARTICLE 28
SUCCESSORS AND ASSIGNS
This Contract shall be binding upon and inure to the benefit of the parties hereto, their
successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer
any interest in this Contract, in whole or in part, by operation of law or otherwise, without
obtaining the prior written consent of City.
ARTICLE 29
SEVERABILITY
In the event any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity,
illegality or unenforceability shall not affect any other provision thereof and this Contract shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
ARTICLE 30
PRIOR AGREEMENTS SUPERSEDED
This Contract constitutes the sole agreement of the parties hereto, and supersedes any
prior understandings or written or oral contracts between the parties respecting the subject
matter defined herein. This Contract may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
ARTICLE 31
ENGINEER'S ACCOUNTING RECORDS
Records pertaining to this Contract, and records of accounts between City and Engineer,
shall be kept on a generally recognized accounting basis and shall be available to City or its
authorized representatives at mutually convenient times. The City reserves the right to review
all records it deems relevant which are related to this Contract.
ARTICLE 32
NOTICES
All notices to either party by the other required under this Contract shall be personally
delivered or mailed to such party at the following respective addresses:
City:
City of Round Rock
Attention: City Manager
221 East Main Street
Round Rock, TX 78664
and to:
12.
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
Engineer:
Billy L. Huggins
President
Huggins/Seiler&Associates, L.P.
116 East Main
Round Rock, TX 78664
ARTICLE 33
GENERAL PROVISIONS
(1) Time is of the Essence. Engineer understands and agrees that time is of the essence
and that any failure of Engineer to complete the Engineering Services for each phase of this
Contract within the agreed Work Schedule may constitute a material breach of this Contract.
Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its
reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of
performance as defined herein. Where damage is caused to City due to Engineer's negligent
failure to perform City may accordingly withhold, to the extent of such damage, Engineer's
payments hereunder without waiver of any of City's additional legal rights or remedies.
(2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this
Contract if prevented from performing any of their obligations hereunder by reasons for which
they are not responsible or circumstances beyond their control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
(3) Enforcement and Venue. This Contract shall be enforceable in Round Rock,
Williamson County, 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 Contract shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas.
(4) Standard of Performance. The standard of care for all professional engineering,
consulting and related services performed or furnished by Engineer and its employees under this
Contract will be the care and skill ordinarily used by members of Engineer's profession
practicing under the same or similar circumstances at the same time and in the same locality.
Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under
this Contract or otherwise, in connection with the Engineering Services.
(5) Opinion of Probable Cost. Any opinions of probable cost or probable construction
cost provided by Engineer are made on the basis of information available to Engineer and on the
basis of Engineer's experience and qualifications and represents its judgment as an experienced
13.
and qualified professional engineer. However, since Engineer has no control over the cost of
labor, materials, equipment or services furnished by others, or over the contractor(s') methods
of determining prices, or over competitive bidding or market conditions, Engineer does not
guarantee that proposals, bids or actual project or construction cost will not vary from opinions
of probable cost Engineer prepares.
(6) Opinions and Determinations. Where the terms of this Contract provide for action
to be based upon opinion,judgment, approval, review, or determination of either party hereto,
such terms are not intended to be and shall never be construed as permitting such opinion,
judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable.
ARTICLE 34
SIGNATORY WARRANTY
The undersigned signatory for Engineer hereby represents and warrants that the
signatory is an officer of the organization for which he/she has executed this Contract and that
he/she has full and complete authority to enter into this Contract on behalf of the firm. The
above-stated representations and warranties are made for the purpose of inducing City to enter
into this Contract.
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be
signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer,
signing by and through its duly authorized representative(s), thereby binding the parties hereto,
their successors, assigns and representatives for the faithful and full performance of the terms
and provisions hereof.
CITY OF ROUND ROCK, UXAS 4Steph
VEDAS TO FORM:
r�
By:
well, Mayor Sheets, City Attorney
ATTEST:
By: �ffP,L ' •
Sara White, City Secretary
HUGGINS/SEILER&ASSOCIATES, L.P.
By:
Signature VPr i ipal
��Printed Name:
14.
LIST OF EXHIBITS ATTACHED
(1) Exhibit A City Services
(2) Exhibit B Engineering Services
(3) Exhibit C Fee Schedule
(4) Exhibit D Certificates of Insurance
EXHIBIT A
City Services
The City of Round Rock will furnish to the Engineer the following items/information:
• Any pertinent existing baseline information relating to the assigned tasks
• Timelines relating to critical submission dates
• Timely review and approval of submitted information
EXHIBIT B
Engineering Services
The work effort and the management of the projects included in this contract will be conducted
in the Engineer's office in Round Rock, Texas. The Engineer will be readily available and
accessible to the City of Round Rock's staff and will meet with the City's project manager as
necessary. All work is subject to the review and approval of the City of Round Rock.
The Engineer will solicit and secure written permission for entry to accomplish any work beyond
the existing right-of-way line.
The Engineer is fully responsible for any traffic control required for any data collection
activities. The control must be consistent with the City's procedures. The Engineer may not
close a lane of traffic without the written approval of the City.
All survey work will be done in accordance with Texas Board of Professional Surveyors
"Manual of Practice for Land Surveying."
The Engineer shall provide the following services:
• Environmental Services and assistance
• Preliminary Design Studies
• Schematic Design
• Traffic modeling and simulations
• Meeting displays and exhibits
• Right-of-way Maps,parcel descriptions and parcel sketches
• Utility identification and coordination
• Preliminary review of plats for compliance with TMP requirements.
• Plans, Specifications and Estimates (PS&E) for various projects
• Programming assistance and construction cost estimating services
• Review of PS&E and associated documents prepared by others
• Other engineering tasks as detailed in future Work Orders
EXHIBIT C
Fee Schedule
HUGGINS/SEILER& ASSOCIATES, LP
DIRECT LABOR RATE UNITS
Project Manager $46,00 Hours.,
Engineer V $46.00 Hain
Engineering Specialist V $46:04 Hour$
Engineer IV $.44.00 Hcaiars::
Engineering Specialist IV $44,00 Hcirs
Engineer III $42.00 Hpttis
Engineering Specialist III $142.00 Hours
Engineer II $40.00: Hours
Engineering Specialist II $4000"` ,)qours
Engineer I $39,00 ;" Houma
Engineering Specialist I $,00 `Hours
Engineering Technician IV $36,00 Hours .
En ineerin Technician III $34:00 ' Hours
Engineering in Training 1I $32.00 ' Hours
Engineering in Training I $28.00 urs
Engineering Technician II $28,00 spurs
Engineering Technician I Haters
Administrative III $22.00." +urs
Administrative II
~; $18,00
Administrative I $°I4.00 Hours,°
Clerical $11,00 : Hours
DIRECT COSTS
11�Iile e N/A Miles
Air.Travel`;: �N/A, �Each
Other uses LS.
OVERHEAD 1:50°fo
FIXED FEE 12°�',
EXHIBIT D
Certificate of Insurance
(Behind this page)
CERTIFICATE OF LIABILITY INSURANCE Date: 11/29//2007
PRODUCER 972-581-4800 COMPANIES AFFORDING COVERAGE
Bell Insurance Group
16980 Dallas Parkway A St.Paul Fire&Marine Insurance Co.
Dallas, TX 75248 B
C
INSURED D
Huggins/Seiler &Associates, LP
116 E. Main
Round Rock, TX 78664
i
THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the
business operations hereinafter described, for the types of insurance and in accordance with the provisions of the
standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted
below.
CO TYPE OF POLICY EFFECTIVE EXPIRATION LIMITS
LTR INSURANCE NUMBER DATE DATE
j
GENERAL LIABILITY GENERAL AGGREGATE $
PRODUCTS-COMP/OP AGG. $
PERSONAL&ADV.INJURY $
i
EACH OCCURRENCE $
i
FIRE DAMAGE(Any one fire) $
MED.EXPENSE(Any one person) $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
BODILY INJURY(Per person) $
BODILY INJURY(Per accident) $
PROPERTY DAMAGE $
EXCESS LIABILITY EACH OCCURRENCE $
AGGREGATE $
WORKERS'COMPENSATION STATUTORY LIMITS $
AND EMPLOYERS'LIABILITY EACH ACCIDENT $
DISEASE-POLICY LIMIT $
DISEASE-EACH EMPLOYEE $
A PROFESSIONAL LIABILITY QP03811449 12/12/2007 12/12/2008 EACH OCCURRENCE $2,000,000.
AGGREGATE $2,000,000.
DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/SPECIAL ITEMS/EXCEPTIONS
i
The City of Round Rock is named as additional insured with respect to all policies except 'Workers' Compensation and Employers' Liability'
and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing
company will mail thirty(30)days written notice to the certificate holder named below.
CERTIFICATE HOLDER: City Manager
City of Round Rock SIGNATU �AUED REPRESENTATIVE
221 E.Main Street
Round Rock,Texas 78664
Typed Name:Byron E. Johnson, CPCU
Title: Executive Vice President
00650-7/2003 Page 1 Certificate of Liability Insurance