R-10-08-12-9E8 - 8/12/2010RESOLUTION NO. R -10-08-12-9E8
WHEREAS, the City of Round Rock, Texas (the "City") is a participating and founding
member of the Brushy Creek Regional Utility Authority, Inc., (the "BCRUA"), and
WHEREAS, the BCRUA desires to enter into an agreement with JR Tolles and Associates,
LLC regarding the Regional Water System, Raw Waterline/Underwater Pipeline Project, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the City Council hereby authorizes the Brushy Creek Regional Utility Authority to enter
into an Agreement with JR Tolles and Associates, LLC for Construction Phase Observation Services
for the BCRUA Phase 1, Contract 2, Regional Water System, Raw Waterline/Underwater Pipeline
Project, a copy of same 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 12th day of August, 2010.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SemAit,- ,g,cat
SARA L. WHITE, City Secretary
0:\wdox\SCC1nts\0112\1005\MUNICIPAL\00199184.DOC/zmc
Brushy Creek Regional Utility Authority (BCRUA) Agreement for
Construction Phase Observation Services for
BCRUA Phase 1, Contract 2, Regional Water System,
Raw Waterline/Underwater Pipeline with
JR Tolles and Associates, LLC
AGREEMENT made as of the ( ) day of the month of in the year Two
Thousand Ten (2010).
BETWEEN the Brushy Creek Regional Utility Authority, a Texas local government corporation, identified herein as the
"Authority" or the `BCRUA":
Brushy Creek Regional Utility Authority
221 East Main Street
Round Rock, Texas 78664-5299
and JR Tolles and Associates, LLC., a Texas limited liability company, identified herein as "JR Tolles":
JR Tolles and Associates, LLC
13505 Byrd's Nest Dr.
Austin, Texas 78738
For the following Project:
BCRUA Phase 1, Contract 2, Regional Water System, Raw Waterline/Underwater Pipeline Project (the "Project"), which
Project is owned by the BCRUA. A properly -constituted selection committee composed of representatives from the City of
Round Rock, the City of Cedar Park, the City of Leander, and the BCRUA selected JR Tolles as the proposer offering the
best value for the entity.
Consulting services to be performed by JR Tolles include provision of industry standard third -party quality assurance
construction phase observation services, certain related administrative services, performance observation support, and field
site representation related to the construction of the Project (the "Services"), such Services being delineated in Exhibit "B"
entitled "JR Tolles's Responsibilities," said Exhibit "B" being attached hereto and incorporated herein by reference for all
appropriate purposes. All such Services shall be on the site of said Project or at other locations as necessary. All such
Services shall be non -engineering services.
For and in consideration of the mutual promises and agreements of the parties contained herein, and for other good and
valuable consideration, the BCRUA and JR Tolles agree as follows:
ARTICLE 1 INITIAL INFORMATION
1.1 This Agreement is based on the following information and assumptions.
Section 1.1 is intentionally deleted.
1.2 Prosect Parameters
1.2.1 The objective or use is:
Objectives include, but are not limited to, obtaining consulting services from JR Tolles including JR Tolles's provision
of industry standard construction phase observation services, certain related administrative services, performance
observation support, and field site representation (the "Services") on the site of the BCRUA Phase 1, Contract 1, Raw
Water Pipeline Project.
1.2.2 The physical parameters are:
Section 1.2.2 is intentionally deleted.
00196627
EXHIBIT
„A„
1.2.3 BCRUA's Program is:
Section 1.2.3 is intentionally deleted.
1.2.4 The legal parameters are:
Section 1.2.4 is intentionally deleted.
1.2.5 The financial parameters are as follows:
The total fee for JR Tolles's services shall be in a not -to -exceed amount of One Hundred Seventeen Thousand and
No/100 Dollars ($117,000.00). Such not -to -exceed amount shall be full compensation for all Services performed and to
be performed by JR Tolles under this Agreement, including without limitation any overtime compensation and
reimbursement for travel, copying, etc. as set forth in more detail in Sec. 1.2.6.3. The foregoing not -to -exceed amount
may not be revised in any fashion other than by written Supplemental Agreement as provided for herein. The BCRUA
shall pay JR Tolles on a "time and materials" basis, JR Tolles agrees to accept payment from the BCRUA on such basis,
and the parties expressly agree that only work actually performed by JR Tolles will be paid for by the BCRUA.
1.2.6 The Scope of Services parameters are as follows:
The above -recited fee for JR Tolles's Services is generally comprised of the following:
(a) Construction Observation
Visits to the site shall be provided by JR Tolles as needed, to observe the construction in progress. The site visits
shall provide a visual observation of materials, equipment and construction work for ascertaining that the work is in
substantial conformance with the contract documents and the design intent. Items that shall be closely monitored for
conformance include but are not limited to: site preparation and security, excavations and tunneling, traffic control,
bedding materials, pipeline installation, compaction, utility relocations, pavement conditions, and temporary and
final restoration.
(b) Daily Reports
Each day's construction activities shall be summarized by JR Tolles in a daily report. The daily reports are intended
to assist JR Tolles's staff as well as engineers on the Project in troubleshooting problems, and shall serve as a
comprehensive report of all issues encountered on the Project and bow they were corrected. A copy of the daily
report shall be forwarded to the appropriate representative of the BCRUA, either electronically or as a hard copy (as
directed by the BCRUA). Photo documentation shall also be kept and made available as part of the Project
documentation.
(c) Review of Contractor Pay Applications
A review of the monthly pay applications submitted by the Contractor shall be performed by JR Tolles. The pay
application review shall express JR Tolles's opinion as to the accuracy of the application based on the review of
materials on-site and the construction progress to date. At the completion of JR Tolles's review, the Contractor will
be required to correct any erroneous pay items before the final pay application is submitted for payment.
(d) Change Orders and Requests for Information (RFIs)
JR Tolles shall provide a review of all change orders and RFIs prior to submission to the BCRUA to insure that the
documents being submitted are complete, correct and in accordance with the Project standard requirements. Any
conflicts shall be noted and the Contractor will be required to correct and re -submit for review prior to any
submissions to the BCRUA. Copies of these documents shall also be kept as part of the Project documentation.
(e) Construction Testing
JR Tolles shall assist in the scheduling of construction materials testing with the approved independent testing
laboratory either on behalf of the BCRUA or through the General Contractor, as required in the contract documents.
JR Tolles shall also review the results of the tests and notify both the BCRUA and the General Contractor
immediately of test results that do not meet the minimum requirements of the contract specifications. A copy of the
test results shall be kept as part of the Project documentation.
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(0 Project Meetings
JR Tolles shall attend and maintain active involvement in all meetings related to the Project, as required and directed
by the BCRUA. Types of meetings anticipated include, but are not limited to, pre -construction meetings, weekly
progress meetings, on-site troubleshooting meetings, punch list and final walkthrough meetings, and any other
Project -related meetings that may arise. Any meeting notes or documents shall be kept as Project documentation.
(g) Proiect Documentation
As herein described, copies of all relevant Project documentation shall be compiled and kept by JR Tolles. Types of
documentation anticipated include, but are not limited to, daily reports, photographs, approved submittals, RFIs, and
change orders. JR Tolles shall also assist the BCRUA with any items necessary to complete the as -built drawings
and Project close-out documentation. Any and all of JR Tolles's records regarding the Project shall be made
available to the BCRUA upon request; provided, however, that any such review, audit and/or examination of such
Project documentation by the BCRUA shall be at the BCRUA's cost and expense.
(h) Construction Deficiencies
In the event that construction deficiencies are noted during daily observations, JR Tolles shall immediately notify
the Contractor and the BCRUA, and shall advise the BCRUA of JR Tolles's opinion regarding the deficiency and
the appropriate actions. Any stop -work orders or other penalties related to the noted deficiency will be initialed by
the appropriate representative of the BCRUA. The noted deficiency and action taken shall be summarized by JR
Tolles in the daily reports.
(i) Design Conflicts
The recognition of any design conflicts determined by the General Contractor or JR Tolles which require a change
to the construction contract shall be summarized by JR Tolles and presented to the BCRUA for review and
appropriate action. JR Tolles shall assist the BCRUA by also providing an opinion of the appropriate action, and
shall further assist in the preparation of the necessary documents to initiate action and record the changes.
(j) Coordination of Stakeholders
JR Tolles shall include all of the known Project stakeholders in any given aspect of the Project, as directed by the
BCRUA. JR Tolles shall help identify potential issues before they arise, and report these issues to the BCRUA on a
timely basis.
(k) Personnel and Equipment
JR Tolles expressly asserts that its staff is highly experienced in construction observation and management, and that
its staff is seasoned in dealing with any issues that may be encountered during a Project of this type. JR Tolles
further expressly asserts that its staff is provided with all of the necessary safety and communication equipment to
perform all job tasks in a safe, efficient and timely manner
1.2.6.1 Both parties expressly acknowledge that Section 1.2.6 herein and Exhibit "B" represent a mutually -acceptable
Scope of Services, and that such documents contain a complete scope and schedule so that JR Tolles's Services under
this Agreement may be accomplished within the specified time and at the specified cost. JR Tolles shall conduct all
Services in a manner to avoid delaying the progress of the construction work.
1.2.6.2 In the event that observation and related services are required for longer than the twenty-four (24) months
specified herein, through no fault of JR Tolles, then additional time and materials may be appropriately authorized by the
BCRUA through a written Supplemental Agreement as provided herein
1.2.63 Miscellaneous Provisions Relating to Fee Schedule:
(a) "Normal working hours" will be Monday through Friday for an eight (8) hour work day.
(b) Any necessary and requested Services provided on nights, Saturdays, Sundays, and legal holidays will be
charged at an overtitne rate of 1.5 times the appropriate hourly rate delineated in this subsection. JR
Tolles shall submit a separate pay application to the BCRUA for Services performed that exceed eight (8)
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(g)
hours per day, or on Saturdays, Sundays, or legal holidays (JR Tolles's "Overtime"). The General
Contractor shall be responsible for reimbursing the BCRUA for any and all of JR Tolles's Overtime that is
paid by the BCRUA to JR Tolles; however, the parties expressly acknowledge that the BCRUA is the
entity which shall be responsible for making such Overtime payments to JR Tolles, and that JR Tolles
shall not be required to seek Overtime payment directly from the General Contractor.
Travel time from the BCRUA's designated site to Project sites during normal worldng hours will be
charged at the appropriate hourly rate delineated in this subsection.
The BCRUA will be responsible for paying JR Tolles's customary reimbursable expenses (such as
copying and printing services) at actual cost only if approved in writing in advance of JR Tolles incurring
same, and if supported by appropriate documentation.
The BCRUA will be responsible for paying JR Tolles's travel time and mileage outside the local area of
the Project only if same is documented to be Project -related and is approved in writing in advance of JR
Tolles incurring same.
All Services shall be performed exclusively by representatives of JR Tolles, namely J.R. Tolles, Jr. In the
event that JR Tolles proposes alternate representatives to perform Services, the BCRUA shall review the
qualifications of any such proposed alternate representative and may, in its sole discretion, approve or
reject such proposed alternate representative.
JR Tolles shall provide a Lead Observer for the duration of the Project. The time commitment for the Lead
Observer shall be approximately 1,200 hours for non -dive hours and 50 hours for dive hours over the total
estimated duration of this Agreement. The respective hourly rates are as follows:
Non -Dive Hours:
Dive Hours:
$ 90.00 per hour
$180.00 per hour
At any time that J.R. Tolles, Jr. is absent from the job (e.g. for vacations, time off, illness, other business
matters, or similar events), JR Tolles shall provide a Substitute Lead Observer, subject to the advance
approval of the BCRUA.
(h) Time Commitment and Estimated Rate Projections:
Non -Dive Hours: 1,200 hours during contract term at $90/hr
Dive Hours: (50 hours X $180/hr during contract term at contract term
TOTAL NOT -TO -EXCEED AMOUNT
Also see Exhibit "B".
= $108,000.00
= $ 9.000.00
$117,000,00
The parties expressly acknowledge and agree that the BCRUA's Designated Representative and JR Tolles
shall consult with each other, on a regular and on an as -needed basis, to review and assess appropriate
work allocations for the necessary Observer Services.
1.2.7 The time parameters are:
1.2.7.1 Term. After execution by each party hereto, this Agreement shall be effective on the date JR Tolles receives the
BCRUA's written Notice to Proceed, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein. There is no prohibition against renewal of this
Agreement by mutual agreement.
1.2.7.1.1 The term of this Agreement shall be until full and satisfactory completion of the work specified herein is
achieved, but in no event later than twenty-four (24) months following JR Tolles's receipt of the BCRUA's written
Notice to Proceed, unless this Agreement is extended by written Supplemental Agreement executed by JR Tolles and the
BCRUA prior to the date of term expiration. Any work performed or costs incurred by JR Tolles after the date of term
expiration or termination shall not be eligible for reimbursement unless such referenced Supplemental Agreement is
executed by JR Tolles and the BCRUA prior to the date of term expiration or termination.
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1.2.7.1.2 JR Tolles shall notify the BCRUA in writing as soon as possible if JR Tolles determines, or reasonably
anticipates, that the work under this Agreement will not be completed before the date of term expiration, or if it appears
that the Project is being delayed through no fault of JR Tolles. In that event the BCRUA may, in its sole discretion,
extend the term and increase the amount payable to JR Tolles by timely written Supplemental Agreement. JR Tolles
shall allow adequate time for the BCRUA to review and approve JR Tolles's request for extension and request for
additional compensation.
1.2.7.2 Work Schedule. JR Tolles acknowledges that the work schedule on the construction phase of the Project is of
critical importance, and agrees to undertake all necessary efforts to expedite the performance of JR Tolles's Services
required herein. In this regard, JR Tolles shall proceed with sufficient qualified personnel necessary to fully and timely
accomplish all Services required under this Agreement to the highest professional standard.
1.2.73 Notice to Proceed. After execution of this Agreement, JR Tolles shall not proceed with work delineated in
Section 1.2.6 herein and in Exhibit '13" attached hereto until authorized in writing by the BCRUA to proceed as provided
herein.
1.2.8 The proposed procurement or delivery method for the Project is:
Consulting services herein are engaged by this negotiated Agreement.
1.2.9 Section 1.2.9 is intentionally deleted.
1.3 Project Team
1.3.1 The BCRUA's Designated Representative is:
Michael F. Thuss, P.E., Program and Construction Manager
221 East Main Street
Round Rock, Texas 78664
Telephone: 512-215-9158
Email Address: mthuss@bcrua.org
13.2 The BCRUA's Designated Representative shall be authorized to act on the BCRUA's behalf with respect to this
Agreement. The BCRUA or its Designated Representative shall render decisions in a timely manner pertaining to
documents submitted by JR Tolles in order to avoid unreasonable delay in the orderly and sequential progress of JR
Tolles's Services.
1.3.3 The persons or entity, in addition to the BCRUA's Designated Representative, who is required to review JR
Tolles's submittals to the BCRUA are:
Chris Lippe, P.E.
BCRUA General Manager
221 E. Main St.
Round Rock, Texas 78664
512-844-7419
Email Address: clippe®round-rock.tx.us
1.3.4 The BCRUA's other inspectors and contractors are:
Section 1.3.4 is intentionally deleted.
1.3.5 JR Tolles's Designated Representative is:
J. R Tolles, Jr.
Owner, JR Tolles & Associates, LLC
13505 Byrd's Nest Dr.
Austin, Texas 78738
Telephone: 512-784-7909
Facsimile: 512-394-3209
Email Address: jrtolles c@austin.rr.com
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1.3.6 The consultants retained at JRTolles's expense are:
Unknown at this time.
1.4 Miscellaneous Initial Information
1.4.1 Additional Work If JR Tolles forms a reasonable opinion that any work JR Tolles has been directed to perform
is beyond the scope of this Agreement and as such constitutes extra work, JR Tolles shall promptly notify the BCRUA
in writing. In the event the BCRUA finds that such work does constitute extra work or exceeds the maximum amount
payable, the BCRUA shall so advise JR Tolles and a written Supplemental Agreement may be executed between the
parties as provided herein. JR Tolles shall not perform any proposed additional work nor incur any additional costs prior
to the execution, by both parties, of a written Supplemental Agreement. The BCRUA shall not be responsible for
actions by JR Tolles nor for any costs incurred by JR Tolles relating to additional work not directly associated with the
performance oldie work authorized in this Agreement or any amendments thereto.
1.4.2 Changes In Work. If the BCRUA deems it necessary to request changes to previously satisfactorily -completed
work or parts thereof which involve changes to the original Services or character of work under this Agreement, then JR
Tolles shall make such revisions as requested and as directed by the BCRUA. Such revisions shall be considered as
additional work and paid for as specified herein. JR Tolles shall make revisions to work authorized hereunder as are
necessary to correct errors appearing therein, when required to do so by the BCRUA. No additional compensation shall
be due for such work.
1.4.3 Supplemental Agreements. The terms of this Agreement may be modified by written Supplemental Agreement
if the BCRUA determines that there has been a significant change in (1) the scope, complexity or character of the work
to be performed, or (2) the duration of the work, or (3) the duration of the actual construction of the Project, which
period of time exceeds the twenty-four (24) month period recited herein. Any such Supplemental Agreement must be
duly authorized by the BCRUA by a Resolution of its Board of Directors. Where such Board authorization is required,
JR Tolles shall not proceed until the appropriate Resolution has been adopted and the Supplemental Agreement has
been executed. Additional compensation, if appropriate, shall be identified as provided herein.
1.4.3.1 Both parties must execute any written Supplemental Agreement within the contract term specified herein.
1.4.3.2 It is understood and agreed by and between both parties that JR Tolles shall make no claim for extra work done
or materials furnished until the BCRUA executes the written Supplemental Agreement and grants authorization to
proceed. The BCRUA reserves the right to withhold payment pending verification of satisfactory work performed.
ARTICLE 2 RESPONSIBILITIES OF THE PARTIES
2.1 The BCRUA and JR Tolles shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships.
2.2 BCRUA's General Responsibilities
2.2.1 Unless otherwise provided under this Agreement, the BCRUA shall provide full information in a timely manner
regarding requirements for and limitations on the Project. The BCRUA shall furnish to JR Tolles, within fifteen (15)
days after receipt of a written request, information necessary and relevant for JR Tolles to evaluate, give notice of, or
enforce rights.
2.2.3 The BCRUA's Designated Representative identified herein shall be authorized to act on the BCRUA's behalf
with respect to the Project. The BCRUA or the BCRUA's Designated Representative shall render decisions in a timely
manner pertaining to documents submitted by JR Tolles in order to avoid unreasonable delay in the orderly and
sequential progress of JR Tolies's services.
2.2.4 Unless otherwise provided in this Agreement, and if requested in writing, the BCRUA shall furnish or pay for
tests, inspections and reports required by law.
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2.2.5 The BCRUA shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the BCRUA's needs and interests.
2.2.6 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the
Project, including any errors, omissions or inconsistencies.
2.2.7 The BCRUA shall provide JR Tolles with an approved set of plans and specifications for the Project.
Also see Exhibit "A" entitled "Authority's Responsibilities," said Exhibit "A" being attached hereto and incorporated
herein by reference for all appropriate purposes.
2.3 JR Tolles's General Resuonslbllitles
2.3.1 JR Tolles's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. JR Tolles shall submit for the BCRUA's approval a schedule for performance of
Services which initially shall be consistent with the time periods established for the Project and which may be adjusted,
if necessary and approved by the BCRUA, as the Project proceeds. Time limits established by this schedule approved by
the BCRUA shall not, except for reasonable cause, be exceeded by JR Tolles or the BCRUA.
2.3.2 JR Tolles, through its Designated Representative identified herein, shall be the person authorized to act with
respect to the Project.
2.3.3 JR Tolles shall maintain the confidentiality of information specifically designated as confidential by the BCRUA,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent JR
Tolles from establishing a claim or defense in an adjudicatory proceeding.
2.3.4 Except with the BCRUA's knowledge and consent, JR Tolles shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise JR Tolles's professional judgment
with respect to this Project.
2.3.5 JR Tolles shall review laws, codes, and regulations applicable to his Services, and shall appropriately respond to
requirements unposed by governmental authorities having jurisdiction over the Project.
2.3.6 JR Tolles shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the BCRUA. Each party shall provide prompt written notice to the other if either becomes aware of any
errors, omissions or inconsistencies in such services or information.
2.3.7 JR Tolles shall keep all records pertaining to the Project, and records of accounts between the BCRUA and JR
Tolles, on a generally recognized accounting basis, and shall make same available to the BCRUA or its authorized
representatives at mutually convenient times during normal business hours. The BCRUA reserves the right to review all
records it deems relevant that are related to this Agreement; provided, however, that any such review, audit and/or
examination shall be at the BCRUA's sole cost and expense.
ARTICLE 3 COMPENSATION
3.1 Total Fee. The total fee for JR Tolles's services shall be in a not -to -exceed amount of One Hundred Seventeen
Thousand and No/100 Dollars ($117,000.00). Such not -to -exceed amount shall be full compensation for all Services
performed and to be performed by JR Tolles under this Agreement, and such not -to -exceed amount may not be revised
in any fashion other than by written Supplemental Agreement as provided for herein. The BCRUA shall pay JR Tolles
on a "time and materials" basis, JR Tolles agrees to accept payment from the BCRUA on such basis, and the parties
expressly agree that only work actually performed by JR Tolles will be paid for by the BCRUA.
3.2 Scope of Services. Work tasks, identified as Services, are delineated in Section 1.2.6 herein and in Exhibit "B"
attached hereto.
33 Monthly Progress Payments. Progress payments shall be made by the BCRUA to JR Tolles based upon Services
actually provided and performed, and shall be paid based upon BCRUA's receipt of proper invoices from JR Tolles. JR
Tolles shall prepare and submit to the BCRUA, not less frequently than once per month, one (1) original and one (1)
copy of a certified invoice in a form acceptable to the BCRUA. The certified statements shall show the total amount
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earned to the date of submission and shall show the amount due and payable as of the date of the current statement.
Upon timely receipt of a certified invoice which is correct as to form and content, and upon the approval of each invoice,
the BCRUA shall pay the amount which, notwithstanding anything herein to the contrary, is due and payable within
thirty (30) days. The BCRUA reserves the right to withhold payment pending verification of satisfactory Services
performed. JR Tolles has the responsibility to submit proof to the BCRUA, adequate and sufficient in its determination,
that tasks were completed. No deductions shall be made from JR Tolles's compensation on account of penalty,
liquidated damages or other sums withheld from payments, or on account of the cost of changes in the work other than
those for which JR Tolles has been adjudged to be liable by a court of competent jurisdiction.
3.4 Monthly Progress Reports. Simultaneous with JR Tolles's submission of its monthly invoice, JR Tolles shall also
submit to the BCRUA reports on the progress of the observation work and the construction work, in sufficient detail to
support the progress of the construction work and to support invoices from JR Tolles and the construction contractor
requesting monthly payment. Such progress reports shall state the time and materials associated with the Services
performed during that billing period and to date. This submittal shall also include a progress assessment report in a form
acceptable to the BCRUA. Any preferred format of the BCRUA for such monthly progress reports shall be identified at
the preconstruction conference. Observation of the construction work as such progresses shall be required as an absolute
condition of payment.
3.5 Prompt Payment Policy. In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to
be made by the BCRUA to JR Tolles will be made in accordance with the Texas Prompt Payment Policy statutes
contained therein. The BCRUA shall document to JR Tolles 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 4 TERMS AND CONDITIONS
4.1 Ownership of Documents. All data, basic sketches, charts, calculations, plans, drawings, reports, specifications
and other documents, including those in electronic form, created or collected or prepared by JR Tolles under the terms of
this Agreement are for use solely with respect to this Project. All such materials and all of JR Tolles's designs and work
product under the terms of this Agreement, completed or partially completed, shall be the property of the BCRUA to be
used as the BCRUA desires, without restriction on future use, and such materials shall be delivered to the BCRUA upon
completion of the Services or termination of this Agreement. By execution of this Agreement and in confirmation of
the fee for services to be paid under this Agreement, JR Tolles hereby conveys, transfers and assigns to the BCRUA all
rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law
copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product
developed under this Agreement. JR Tolles, at its own expense, may retain copies of such documents or any other data
which JR Tolles has furnished to the BCRUA under this Agreement. The parties expressly acknowledge that any release
of information shall be in conformance with requirements of the Texas Public Information Act.
4.2 Personnel, Equipment and Materials. JR Tolles shall furnish and maintain, at JR Tolles's own expense,
adequate and sufficient personnel and equipment to perform the Services as required. All employees of JR Tolles shall
have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of JR
Tolles who, in the opinion of the BCRUA, is incompetent or whose conduct becomes detrimental to JR Tolles's work
under this Agreement or the construction work to be performed by others shall immediately be removed from
association with the Project when so instructed by the BCRUA Board. JR Tolles certifies that JR Tolles presently has
adequate qualified personnel in JR Tolles's employment for performance of the Services required under this Agreement,
or will obtain such personnel from sources other than the BCRUA. JR Tolles may not change the Lead Observer(s) or
other key personnel assigned to the Project without prior written consent of the BCRUA, and no employee of JR Tolles,
or person contracting with JR Tolles, may perform any services under this Agreement until such time as the BCRUA
has approved the qualifications of such person in writing.
4.3 Subcontracting. JR Tolles shall not assign, subcontract or transfer any portion of the Services under this
Agreement without prior written approval from the BCRUA. All subcontracts shall include the provisions required in
this Agreement and shall be approved as to form, in writing, by the BCRUA prior to services being performed under the
subcontract. No subcontract shall relieve JR Tolles of any responsibilities under this Agreement.
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4.4 Evaluation of Work. The BCRUA, or any authorized representatives of it, shall have the right at all reasonable
times to review or otherwise evaluate the Services perfonned by JR Tolles hereunder and the premises on which such
Services are being performed. If any review or evaluation is made on the premises of JR Tolles or a subcontractor, then
JR Tolles shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety
and convenience of the BCRUA or other representatives in the performance of their duties.
4.5 Submission of Reports. All applicable inspection and study reports shall be submitted in final form for review and
approval by the BCRUA. The BCRUA may comment on JR Tolles's reports, and may request such comments be
addressed in writing.
4.6 Observer's Signature. The responsible Observer shall sign and date all appropriate inspections, observations,
reports, transmittal documents and other submissions to the BCRUA with certification that the contents of the document
are "complete, true, and correct to the best knowledge" of the signer. Pay Applications from construction contractors
and vendors shall be certified by the Observer.
4.7 Non -Collusion; Financial Interest Prohibited.
4.7.1 Non -collusion. JR Tolles warrants that JR Tolles has not employed or retained any company or persons, other
than a bona fide employee working solely for JR Tolles, to solicit or secure this Agreement, and that JR Tolles has not
paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gifts, or any other
consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, the BCRUA reserves and shall have the right to annul this Agreement 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.
4.7.2 Financial Interest Prohibited. JR Tolles covenants and represents that JR Tolles, JR Tolles's 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 the Project.
4.8 Mediation.
4.8.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation.
4.8.2 The BCRUA and JR Tolles shall endeavor to resolve claims, disputes and other matters in question between them
by mediation. Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall
proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60)
days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.
4.8.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
4.9 No Arbitration. The BCRUA and JR Tolles hereby expressly agree that no claims or disputes between the
BCRUA and JR Tolles arising out of or relating to this Agreement or a breach hereof shall be decided by any arbitration
proceeding, including, without lhnitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or
any applicable state arbitration statute, except that in the event that the BCRUA is subject to an arbitration proceeding
related to the Project, JR Tolles consents to be joined in the arbitration proceeding if JR Tolles's presence is required or
requested by the BCRUA for complete relief to be accorded in the arbitration proceeding.
4.10 Claims for Consequential Damages. JR Tolles and the BCRUA waive consequential damages for claims,
disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable,
without limitation, to all consequential damages due to either party's termination in accordance herewith.
4.11 Suspension.
4.11.1 If the BCRUA fails to make payments to JR Tolles in substantial compliance with this Agreement, such failure
may be considered substantial nonperformance and cause for suspension of performance of services under this
Agreement. If JR Tolles elects to suspend services, prior to suspension of services, JR Tolles shall give thirty (30) days'
9
written notice to the BCRUA. In the event of a suspension of' services, JR Tolles shall have no liability to the BCRUA
for delay or damage caused to the BCRUA because of such suspension of services. Before resuming services, JR Tolles
shall be paid all non -disputed sums due prior to suspension. JR Tolles's fees for the remaining services and the time
schedules shall be equitably adjusted.
4.11.2 In connection with the work outlined in this Agreement, it is agreed and filly understood by JR Tolles that the
BCRUA may cancel or indefinitely suspend further work hereunder either for cause or for the convenience of the
BCRUA, upon thirty (30) days' written notice to JR Tolles, with the understanding that immediately upon receipt of said
notice all work and labor being performed under this Agreement shall cease. JR Tolles shall invoice the BCRUA for all
work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work
accomplished prior to the receipt of said notice. Such thirty (30) day notice may be waived in writing by agreement and
signature of both parties.
4.113 If the BCRUA suspends the work, the contract period as recited herein is not affected, and this Agreement will
expire as to term on the date specified unless this Agreement is amended indicating otherwise.
4.11.4 The BCRUA assumes no liability for Services performed or costs incurred prior to the date authorized by the
BCRUA for JR Tolles to begin work, and/or during periods when work is suspended, and/or subsequent to the
completion date of the Project or the termination/expiration date of this Agreement.
4.11.5 In the event of a suspension by the BCRUA in excess of one hundred eighty (180) days, JR Tolles has the
right to elect to terminate this Agreement. JR Tolles may exercise such right to terminate by issuing written notice to
the BCRUA at least thirty (30) days in advance of such termination, and such termination shall become effective upon
receipt of said written notice by the BCRUA.
4.11.6 Nothing contained herein shall require the BCRUA to pay for any work which is unsatisfactory or which is not
submitted in compliance with the terms of this Agreement. The BCRUA shall not be required to make any payments to
JR Tolles when JR Tolles is in default under this Agreement, nor shall this section constitute a waiver of any right, at law
or at equity, which the BCRUA may have if JR Tolles is in default, including the right to bring legal action for damages
or to force specific performance of this Agreement.
4.12 Termination.
4.12.1 This Agreement may be terminated before the stated expiration date by any of the following conditions:
(a) By mutual agreement and consent, in writing, of both parties.
(b)
By the BCRUA Board, by notice in writing to JR Tolles, as a consequence of a material breach by JR
Tolles in the performance of the Services set forth herein.
(c) By either party, upon the failure of the other party to fulfill its obligations as set forth herein.
(d) By the BCRUA Board, for reasons of its own and not subject to the mutual consent of JR Tolles, upon not
less than thirty (30) days' written notice to JR Tolles.
(e) By satisfactory completion of all Services and obligations described herein.
4.12.2 Should the BCRUA terminate this Agreement as herein provided, no fees other than fees due and payable at
the time of termination shall thereafter be paid to JR Tolles. In determining the value of the work performed by JR
Tolles prior to termination, the BCRUA shall be the sole judge. Compensation for work at termination will be based on
the actual Services completed at that time.
4.12.3 If JR Tolles defaults in the performance of this Agreement or if the BCRUA terminates this Agreement for
fault on the part of JR Tolles, then the BCRUA shall give consideration to the actual costs incurred by JR Tolles in
performing the work to the date of default, and the amount of work required which was satisfactorily completed to date
of default.
10
4.12.4 The termination of this Agreement and payment of an amount in settlement as prescribed above shall
extinguish all rights, duties, and obligations of the BCRUA and JR Tolles under this Agreement.
ARTICLE 5 INDEMNIFICATION
5.1 JR Tolles agrees to save and hold harmless the BCRUA, its officers, agents and employees, from all claims,
liabilities, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm
for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by
JR Tolles's breach of any of the terms or provisions of this Agreement, or by any negligent act, error or omission of JR
Tolles or of any person under JR Tolles's direction or control while in the exercise of performance of the Services
required hereunder or in the performance of rights and duties under this Agreement; except that the indemnity provided
for in this section shall not apply to any liability resulting from the sole negligence of BCRUA, its officers, agents,
employees or separate contractors, and in the event of joint and concurrent negligence of both JR Tolles and BCRUA,
responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of
Texas, without, however, waiving any governmental immunity available to BCRUA under Texas law and without
waiving any defenses of the parties under Texas law.
5.2 JR Tolles shall also save and hold harmless the BCRUA, its officers, agents and employees, from any and all
expenses, including but not limited to attorneys fees which may be incurred by the BCRUA in litigation or otherwise
defending claims or liabilities which may be imposed on the BCRUA as a result of any negligent act, error or omission
of JR Tolles or of any person employed by JR Tolles or under JR Tolles's direction or control while in the exercise of
performance of the Services provided for hereunder or in the performance of rights and duties under this Agreement.
ARTICLE 6 INSURANCE
6.1 Insurance. JR Tolles, at JR Tolles's sole cost, shall purchase and maintain during the entire term while this
Agreement is in effect general 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 the BCRUA.
6.2 Subconsukant Insurance. Without limiting any of the other obligations or liabilities of JR Tolles, JR Tolles shall
require each subconsultant performing inspection work under this Agreement to maintain during the tenn of this
Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required herein, including the
required provisions and additional policy conditions as shown below. A subconsultant shall not perform any inspection
work or services to be performed by JR Tolles pursuant to this Agreement until such time as the subconsultant and the
qualifications of the subconsultant's personnel have been approved in writing by the BCRUA, and proof of insurance has
been provided to the BCRUA.
6.3 Subconsultant's Certificates of Insurance. JR Tolles shall obtain and monitor the certificates of insurance from
each subconsultant in order to assure compliance with the insurance requirements. JR Tolles must retain the certificates
of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. The BCRUA shall be entitled, upon request and without expense, to receive
copies of these certificates of insurance.
6.4 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 any material change in coverage, a notice thereof
shall be given to the BCRUA by certified mail to:
Chris Lippe, General Manager
Brushy Creek Regional Utility Authority
221 East Main Street
Round Rock, Texas 78664
JR Tolles shall also notify the BCRUA, within 24 hours of receipt, of any notices of expiration,
cancellation, non -renewal, or material change in coverage it receives from its insurer.
(b) Companies issuing the insurance policies shall have no recourse against the BCRUA for payment of any
premiums or assessments for any deductibles which all are at the sole responsibility and risk of JR Tolles.
11
(c) The term "the Authority" or "the BCRUA" or "the Brushy Creek Regional Utility Authority" shall include
all authorities, boards, commissions, departments, and officers of the BCRUA and the individual members,
employees and agents therefor in their official capacities, and/or while acting on behalf of the BCRUA.
(d) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by the
BCRUA, to any such future coverage, or to the BCRUA's Self -Insured Retentions of whatever nature.
(e) JR Tolles and the BCRUA mutually waive subrogation rights each may have against the other for loss or
damage, to the extent same is covered by the proceeds of insurance.
6.5 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by JR Tolles shall be
bome solely by JR Tolles, with certificates of insurance evidencing such minimum coverage in force to be filed with the
BCRUA. Such Certificates of Insurance are evidenced as Exhibit "C" herein entitled "Certificates of Insurance," said
Exhibit "C" being attached hereto and incorporated herein by reference for all appropriate purposes.
ARTICLE 7 NOTICES
7.1 All notices which this Agreement mandates be given by one party to the other shall be personally delivered or
mailed to such party at the following respective addresses:
Authority
Brushy Creek Regional Utility Authority
Attention: Chris Lippe, General Manager
221 East Main Street
Round Rock, TX 78664
and to:
Stephan L. Sheets
Attorney at Law
309 E. Main St.
Round Rock, Texas 78664
Observer
J. R. Tolles, Jr.
13505 Byrd's Nest Dr.
Austin, Texas 78738
and to:
ARTICLE 8 MISCELLANEOUS PROVISIONS
8.1 This Agreement represents the entire and integrated agreement between BCRUA and JR Tolles and supersedes all
prior negotiations, representations or agreements, either written or oral.
8.2 This Agreement shall be governed by and in accordance with the laws and court decisions of the state of Texas, and
exclusive venue shall lie in Williamson County, Texas.
8.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final
Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of
limitations commence to run any later than the date when JR Tolles's services are substantially completed.
8.4 To the extent damages are covered by property insurance during construction, the BCRUA and JR Tolles waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages, except
12
such rights as they may have to the proceeds of insurance as delineated between the BCRUA and Contractor.
8.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either the BCRUA or JR Tolles.
8.6 The BCRUA and JR Tolles, respectively, bind themselves, their successors, assigns and legal representatives to the
other party to this Agreement and to the successors, assigns and legal representatives of such other party with respect to
all covenants of this Agreement. Neither the BCRUA nor JR Tolles shall assign or transfer any interest in this
Agreement without the written consent of the other, except that the BCRUA may assign this Agreement to an
institutional lender providing financing for the Project. In such event, the lender shall assume the BCRUA's rights and
obligations under this Agreement. JR Tolles shall execute all reasonable consents required to facilitate such assignment.
8.7 In the event any one or more of the provisions contained in this Agreement 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 Agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
8.8 JR Tolles shall comply with all applicable federal, state and Iocal 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 Agreement, including without limitation, minimum/maximum salary and wage statutes and
regulations, and licensing laws and regulations. JR Tolles shall furnish the BCRUA with satisfactory proof of its
compliance. JR Tolles shall further obtain all permits and licenses required in the performance of the Services
contracted for herein.
8.9 JR Tolles will pay all taxes, if any, required by law arising by virtue of the Services performed hereunder. The
BCRUA is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise,
and Use Tax Act.
8.10 JR Tolles covenants and represents that it 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 Project.
8.11 JR Tolles agrees that time is of the essence and that any failure of JR Tolles to complete the Services for this
Agreement within the agreed schedule will constitute a material breach of this Agreement. JR Tolles shall be fully
responsible for JR Tolles's delays or for failures to use JR Tolles's best efforts in accordance with the terns of this
Agreement if such are adjudged by a court of competent jurisdiction to have been caused by JR Tolles. Where damage
is caused to the BCRUA due to JR Tolles's failure to perform in these circumstances, the BCRUA may withhold, to the
extent of such damage, JR Tolles's payments hereunder without waiver of any of the BCRUA's additional legal rights or
remedies.
8.12 Neither the BCRUA nor JR Tolles shall be deemed in violation of this Agreement if prevented from performing
any 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.
ARTICLE 9 SIGNATORY WARRANTY
9.1 The undersigned signatory for JR Tolles hereby represents and warrants that the signatory is an officer of the
organization for which he/she has executed this Agreement and that he/she has full and complete authority to enter into this
Agreement on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing the
BCRUA to enter into this Agreement.
IN WITNESS WHEREOF, the Brushy Creek Regional Utility Authority has caused this Agreement to be signed in its
corporate name by its General Manager, duly authorized to execute the same on its behalf by Resolution No.
approved by the BCRUA's Board of Directors on the day of the unonth of , 20___,
and by the duly authorized representative of JR Tolles, with both parties binding themselves, their successors and assigns and
legal representatives for the faithful and full performance of the terms and provisions of this Agreement.
13
BRUSHY CREEK REGIONAL UTILITY AUTHORITY
By:
Mitch Fuller, President
Date Signed:
ATTEST:
By:
John Cowman, Secretary
JR TOLLES AND ASSOCIATES, LLC
By:
J. R. s es, Jr.
Title: aVyua-
Date Signed: "j • 1I •do
ATTEST:
By:
Corporate Secretary
LIST OF EXHIBITS ATTACKED
Exhibit "A" Authority's Responsibilities
Exhibit "B" JR Tolles's Responsibilities
Exhibit "C" Certificates of insurance
14
EXHIBIT A
Authority's Responsibilities
A. Conduct a Pre -work Conference with JR Tolles.
B. Provide JR Tolles with an identification badge, office space, work station, file space, and chair.
Provide a suitable electronic interface with BCRUA electronic software and hardware.
C. Provide JR Tolles with all criteria and full information as to Authority's requirements for the
Specific Project, including copies of all design and construction standards which Authority will
require to be constructed and inspected including Authority's standard forms, conditions, and
related documents, including a "Progress Report form."
D. Furnish to JR Tolles any other available information pertinent to the Specific Project including
reports and data relative to designs, or investigation at or adjacent to the Site of the Specific
Project. Such additional information or data would generally include but not limited to the
following:
1. Property descriptions.
2. Zoning, deed, and other land use restrictions.
3. Property, boundary, easement, right-of-way, and other special surveys or data, including
establishing relevant reference points.
4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of
physical conditions in or relating to existing surface or subsurface structures at or
contiguous to the Site, or hydrographic surveys, with appropriate professional interpretation
thereof.
5. Environmental assessments, audits, investigations and impact statements, and other
relevant environmental or cultural studies as to a Specific Project, the Site and adjacent
areas.
E. Give prompt written notice to JR Tolles whenever Authority observes or otherwise becomes
aware of the presence at the Site of any Constituent of Concern, or of any other development
that affects the scope or time of performance of JR Tolles's services, or any defect or
nonconformance in JR Tolles's services, the Work, or in the performance of any Contractor.
F. Authorize JR Tolles to provide Additional Services as set forth in a change order as required.
G. Arrange for safe access to and make all provisions for JR Tolles to enter upon public and
private property as required to perform services.
H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction
to approve all phases of the Specific Project.
I. Advise JR Tolles of the identity and scope of services of any independent consultants
employed by Authority to perform or furnish services in regard to the Specific Project,
15
including, but not limited to, cost estimating, project peer review, value engineering, and
constructability review.
J. Define and set forth the duties, responsibilities, and limitations of authority of other parties and
the relation thereof to the duties, responsibilities, and authority of JR Tolles.
K. Provide the services of an independent testing laboratory to perform all inspections, tests, and
approvals of Samples, materials, and equipment required by the Contract Documents, or to
evaluate the performance of materials, equipment, and facilities of Authority, prior to their
incorporation into the Work for the Specific Project with appropriate professional interpretation
thereof.
L. Provide JR Tolles with the findings and reports generated by any independent testing
laboratory, if Engineer is required to review such documents.
M. Notify JR Tolles of all meetings and conferences related to the project.
N. Pay JR Tolles in accordance with Texas State Law and the terms of the contract.
0. The Authority will invoice the contractors for compensation for any and all overtime work
(weekends, holidays, and work over 8 hours per day).
16
EXHIBIT B
JR ToIles's Responsibilities
JR Tolles will be a member of the Authority's construction management team and will report to the
designated BCRUA Construction Manager. Pay applications will be submitted to the BCRUA
Construction Manager.
The regular work day is 8 hours. This eight (8) hour day may be adjusted seasonably ( For example may
start at 7 am and end at 4 pm) or for special events on a case by case basis, but in any case the regular
work day will not exceed eight (8) hours.
The duties and responsibilities to be performed are those of the Authority's Site Representative and
include observation and administration; and are to be for quality assurance purposes on an as needed
basis. Actual work hours will be coordinated in advance with the Authorities Construction Management
Staff. They will be performed in accordance with accepted construction industry standards. They
include but are not limited to:
1. Preparation of a Risk Management Plan in coordination with BCRUA construction
management team
2. Inspection, observation, reporting, and documentation. JR Tolles will provide coordination
among the Authority's management team, the general contractor and other observers hired
by the Authority. Specific activities and work hours will be coordinated with the
Authority's Construction Manager.
3. Gross level of detail constructability and value options reviews.
4. Assessment and recommendations concerning construction contractor action plans such as
for traffic control, site security, crane operations, tunneling, pipe laying, barge operations,
excavations and backfill operations. Work includes review and processing of pay
applications to include certification of work completed, materials stored, work value,
schedule, and other pay application requirements.
5. Coordinating, reviewing, and recording of quality assurance testing,
6. Attendance at project meetings including safety meetings (contractor, design engineer, and
BCRUA), and the pre -construction meeting.
7. Assistance with resolution of conflicts,
8. Coordination with design engineers and management.
9. Recording, reviewing, and processing submittals, requests for information, and change
orders.
10. Reviewing and transmitting to the design engineer draft marked up drawings of the project
as it is actually built.
11. Participating in start up, commissioning, and project close out.
12. Field office files maintenance — electronic and hard copies
17
13. Attend construction meetings when requested
14. Reporting of observed violations of standard safety regulations.
15. Reporting of observed violations of standard security and employment regulations.
16. Submitting a separate pay application for work categorized as "Overtime."
JR Tolles will be housed with the BCRUA construction management staff and will be provided
identification badge, office space, work station, file space, chair, and access to the BCRUA electronic
systems as necessary to complete the work.
JR Tolles is expected to arrive at a designated BCRUA site as necessary, and with all the appropriate
apparel, equipment, and necessary safety gear to conduct construction observation business in any
weather condition, during normal business hours, with appropriate transportation and a Texas Class C
driver's license and insurance,
JR Tolles is expected to have a cell phone and portable electronic equipment capable of communicating
either wireless or by hard wire with BCRUA electronic equipment.
This is quality assurance work and not quality control work. The construction contractor will provide
for quality control.
JR Tolles is responsible for their own safety in accordance with BCRUA policies and regulations, but is
not responsible for the construction contractor's or subcontractor's safety program.
The work does not include typical design engineer construction phased services. Design engineers will
be providing periodic design verification inspections; review and approval of all matters of engineering
design matters related to changes and requests for information, exceptions, and deviations; pay
application review and certification; final as -built drawings; and project close out documentation.
18
EXHIBIT C
Insurance Certificates
19
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER
Lakecountry Insurance Agency, LLC
1200 Lakeway Dr. # 10
Austin, TX 78734
(512) 608-6822
INSURED
JR Tolles & Assoc., LLC
13505 Bryds Nest Dr
Austin, TX 78738
DATE (MMIDDIYYYY)
0711512010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC #
INSURER k Hartford Insurance
INSURERS:
INSURER C:
INSURER D:
INSURER E:
LitJ V tPCA
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ILSR
LTR
1ADM,N580
INSRD
yPE OF INSURANCE
POLICY NUMBER
DTE (MMIDD�Y1 E
ICY EXPIRATION
DATE IMMIDDIYYYW
UM1TS
A
GENERAL
X
LIAeIUTY
COMMERCIAL GENERAL LABILITY
65 SBA NX3386
09110/2009
09110/2010
EACH OCCURRENCE
$1000000
PREMISES (Ea NTED noel
$ 300000
MED EXP (Any one person)
*10000
CLAIMS MADE L 1 OCCUR
PERSONAL & ADV INJURY
$1000000
GENERAL AGGREGATE
$ 2000000
GENL AGGREGATE LIWTAPPUES PER:
TO POLICY ri rd,-- n LOC
PRODUCTS - COMP/OP AGO
$ 2000000
AUTOMOBILE
LIABILITY
ANY AUTO
AU. OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
COMBINED SINGLE OMIT
(Ea Gelded)
$
BODILY INJURY
(Perp on)
$
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
GARAGE
UABIUTY
ANY AUTO
-
AUTO ONLY - EA ACCIDENT
$
THAN EA AOC
$
AUTO ONLY: AGO
$
EXCESS
—I
H
I UMBRELLA LIABILITY
OCCUR 1 1 CLAIMS MADE
.DEDUCTIBLE
RETENTION $
EACH OCCURRENCE
$
AGGREGATE
$
$
$
$
WORKERS COMPENSATION
AND EMPLOYERS' UABIUTYTORY
ANY PROPRIETORJPARTNERJECECUTIVE�
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH)
R yes, deeaibeunder
SPECIAL PROVISIONS below
WC STATU- OTH-
OASTS ER
EL. EACH ACCIDENT
$
El DISEASE -EA EMPLOYEE
$
EL DISEASE -POLICY UMIT
$
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS
CERTIFICATE HOLDER
CANCELLATION
"...Brushy Creek Regional Utility Authority
221 E. Main St
Round Rock, TX 78664
ACORD 25 (2009101)
SHOULD ANY OP TH E ABOV E DESCRIBED P OLICIES BE CANCELLED BEFORE THE EXMRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MNL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPO THE INSURER, ITS AGENTS OR
REPRESENTATIVES. y'
OD 1988-2009 ACORD CORPO - TION. AU rights reserved.
The ACORD name and logo are registered marks of ACORD
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
This Certificate of insurance does not constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009/01)
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
Agenda Item No. 9E8.
City Council Agenda Summary Sheet
Consider a resolution authorizing the Brushy Creek Regional Utility Authority (BCRUA) to
execute an Agreement for Construction Phase Observation Services for the BCRUA Phase 1,
Contract 2, Regional Water System, Raw Waterline/Underwater Pipeline Project with JR Tolles
Agenda Caption: and Associates, LLC.
Meeting Date: August 12, 2010
Department: Infrastructure Development and Construction Management
Staff Person making presentation: Michael D. Thane, P.E.
Director of Infrastructure Management
Item Summary:
This agreement is for the Construction Phase Observation Services for Contract 2 of the Regional Raw
Waterline/Underwater Pipeline Project. These services include third -party quality assurance construction phase
observation services and field site representation related to the construction of the project. This project consists of
constructing approximately 3,000 linear feet of 36" underwater pipeline along the bottom of Lake Travis from the
floating intake barge to the southern end of the Trails End Road Raw Water Transmission Line. The total
construction phase observation cost for Contract 2 is a time and materials contract with a not -to -exceed amount of
$117,000 and will be allocated to the Cities based on their capacity in the pipeline. Round Rock's allocated
percentage is 38.56%, which totals $45,115.20 of the observation services cost.
Strategic Plan Relevance:
Goal 27.0 "Ensure there is an adequate, affordable and safe water supply."
Cost: $117,000 (Round Rock's portion $45,115.20)
Source of Funds: Regional Water Fund
Date of Public Hearing (if required): N/A
Recommended Action: