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R-08-09-25-14F2 - 9/25/2008RESOLUTION NO. R -08-09-25-14F2 WHEREAS, the City of Round Rock desires to retain engineering services for the FM 1460 (A.W. Grimes Blvd.) from 2.2 miles north of US 79 (north Old Settlers Boulevard) to 0.4 miles north of US 79 Project, and WHEREAS, CP&Y Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with CP&Y Inc., 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 a Contract for Engineering Services with CP&Y Inc. for the FM 1460 (A.W. Grimes Blvd.) from 2.2 miles north of US 79 (north Old Settlers Boulevard) to 0.4 miles north of US 79 Project, 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 and formally acted Chapter 551, Texas subject matter hereof were discussed, considered upon, all as required by the Open Meetings Act, Government Code, as amended. RESOLVED this 25th day of September, 2008. SARA L. WHITE, City Secretary 0:\WDOX\RESOLUTI\R80925F2.DOC/rmc AGRAW, Mayor City of Round Rock, Texas ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: CP&Y, Inc. ("Engineer") ADDRESS: 10415 Morado Circle, Bldg I, Suite 200, Austin, Texas 78759 PROJECT: FM 1460 from 2.2 mi North of US 79 (north of Old Settler's Blvd) to 0.4 mi North of US 79 THE STATE OF TEXAS COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day of , 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 0199.7081; 144951 TX02FM 1460 1. EXHIBIT OA!! Rev. 01/07 00064494 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 the Work Schedule as identified in Exhibit C entitled "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. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (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 construction of the project 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. (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. 2. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Three Hundred Twenty Thousand, Three Hundred Eighty-eight and No/100 Dollars ($320,388.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. 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 per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress 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 tasks were completed. 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 Project Manager Transportation Engineering Associate Transportation Services Department 612 Commerce Cove Round Rock, Texas 78664 Telephone Number (512) 218-3237 Fax Number (512) 218-3242 Email Address bstablein@round-rock.tx.us 4. City's Designated Representative shall be authorized to act on City's behalf with respect 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: Jesse W. Penn, P.E. Project Manager 10415 Morado Circle Bldg I, Suite 200 Austin, TX 78759 Telephone Number: (512) 349-0700 Fax Number: (512) 349-0727 Email Address: jpenn@cpyi.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 project 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. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. 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 the project 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. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should City terminate this Contract under Subsection (4) immediately 8. above, then the 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 the project 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, 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 reasonable attorneys fees which may be incurred by City in litigation or otherwise defending 9. 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 the 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 the project. 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 per claim 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. 10. 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 the project, 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: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 12. Engineer: CP&Y, Inc. J.J. Roohms, P.E. Vice President 10415 Morado Circle, Suite 200 Austin, TX 78759 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 project 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 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 13. 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: Alan McGraw, Mayor ATTEST: By: Sara White, City Secreta CP&Y, INC.! ; By: J. J. R ., Vice Pres' 14. Stephan L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance Exhibit A City Services FM 1460 — From 2.2 mi North of US 79 (north of Old Settler's Blvd) to 0.4 mi North of US 79 WILLIAMSON COUNTY The City will furnish to the Engineer the following information and/or perform the following tasks: 1. Provide any existing data the Owner has on file concerning the project, if available. 2. Assist the Engineer, as necessary, in obtaining any required data and information from the State, County, neighboring Cities and/or other franchise utility companies. 3. Give prompt written notice to Engineer whenever the Owner observes or otherwise becomes aware of any development that affects the scope or timing of Engineer's services. 4. Meet on an as needed basis to answer questions, provide guidance and offer comment. 5. Provide construction inspection and construction testing services including coordination and scope of services. EXHIBIT B Engineers Services FM 1460 — From 2.2 Mi. N. of US 79 (north of Old Settler's Blvd) to 0.4 miles N. US 79 WILLIAMSON COUNTY The Engineer shall provide the necessary engineering and technical services for the preparation of plans, specifications and estimates (PS&E) for widening FM 1460 in Williamson County from 2.2 Mi. N. of US 79 (north of Old Settler's Blvd) to 0.4 miles N. of US 79 in Round Rock. These construction plans will describe the construction of a five -lane urban roadway section with a two way left turn lane. The project also includes the realignment and reconstruction of approximately 1600 LF of Old Settler's Boulevard / Kiphen Road. The PS&E described above were originally prepared by the Engineer under a separate contract with TxDOT and currently exist at approximately 95% completion. The Engineer will provide services to the City of Round Rock to complete the design of the previously prepared PS&E as well as provide bid and construction phase services. The design services to be provided by the Engineer include those not completed as part of the TxDOT FM 1460 project as of the date this contract is executed as well as additional modifications. These modifications include: miscellaneous drainage revisions; design updates at the match point with the adjacent FM 1460 project at the north limits; modifications to the east limits of Kiphen Phase I and incorporating FM 1460 water and wastewater utility relocation plans into the proposed project plan set. The construction plan set for this project will contain the required drawings and details pertaining to grading, paving, culvert layouts, bridge layouts, span details, signing, pavement marking, delineation, sequence of construction, traffic control, signalization and drainage. The plan set will be prepared in English units and shall be suitable for the bidding and award of a contract through the City of Round Rock's construction contracting system. The designs included in the above described PS&E shall be in accordance with the requirements of the 1990 edition of AASHTO's A POLICY ON GEOMETRIC DESIGN OF HIGHWAY AND STREETS, TEXAS MANUAL OF UNIFORM TRAFFIC CONTROL DEVICES including Part VI, TxDOT'S OPERATIONS AND PROCEDURES MANUAL, The 1985 edition of TxDOT's HYDRAULIC MANUAL and other TxDOT design guides and manuals. TxDOT standard drawings and design details shall be included without modification whenever possible. Bid items and standard specifications shall correspond to the 2004 edition of TxDOT's STANDARD SPECIFICATIONS FOR CONSTRUCTION OF HIGHWAYS, STREETS, AND BRIDGES. If a special specification or provision is needed for this project, it shall be approved for state-wide use or written in TxDOT's standard format and, to the extent possible, incorporate references to TxDOT test procedures. Specific City of Round Rock standards and specifications will be incorporated into the project plans and specifications as directed by the City of Round Rock. These items are written into the Task Outline of this exhibit. The Engineer established the roadway geometry model and performed earthwork and paving quantity calculations with the Bentley Microstation enhancement known as GEOPAK. The CADD and GEOPAK criteria files, which comprise the geometry model, shall be provided to the City at the completion of the project. Hydraulic designs and calculations for culverts were performed with a PC-based hydraulic model such as HECRAS, CULVERT, CULVERT MASTER or other hydraulic model approved in advance by TxDOT. The culverts were sized to accommodate run-off from the subject roadway and run-off from outside the project limits based on the TxDOT 10 year storm. Hydraulic designs and calculations for inlets and storm sewers were performed using WINSTORM. TASK OUTLINE I. ROUTE AND DESIGN STUDIES (Function Code 110) A. DATA COLLECTION 1. Schedule, prepare for and attend a project kick-off meeting with the City of Round Rock staff. 2. Review available data for FM 1460, Kiphen Road and adjacent areas and roadways. The Engineer will also coordinate with the designers of the adjoining section of FM 1460 to the north. This task will include the collection of drawings and transportation plans. The Engineer will also review this data to determine the applicability of each item to the project roadway. 3. Research and identify significant issues, as perceived by the City of Round Rock, or local officials. 4. Review and update, if necessary, the roadway design criteria for the project to be approved by the City of Round Rock prior to finalizing design activities. II. SOCIAL & ENVIRONMENTAL STUDIES AND PUBLIC INVOLVEMENT (Function Code 120) A. ENVIRONMETAL DOCUMENTATION 1. It is assumed that no environmental coordination or documentation will be required for this project. If it is determined during project development that these services are required, it shall be handled as a supplemental agreement to this contract. B. PUBLIC HEARING 1. It is assumed that no public hearing will be required for this project. If it is determined during project development that these services are required, it shall be handled as a supplemental agreement to this contract. III. RIGHT-OF-WAY DATA AND UTILITY ADJUSTMENTS (Function Code 130) A. UTILITY COORDINATION AND RESEARCH 1. Utility coordination services were performed by others during the previously prepared FM 1460 project. The Engineer will coordinate the transfer of this information from TxDOT to the City of Round Rock as directed by the City of Round Rock. 2. Additional utility coordination required will be performed as directed by the City of Round Rock under a supplemental agreement. B. RELOCATION OF CITY UTILITIES 1. The Engineer prepared water and wastewater relocation plans in accordance with a previous contract between the Engineer and Owner which was executed on October 6, 2000. The Engineer will review and modify the previously prepared construction plans, specifications and estimate prepared in 2002 to meet current standards and specifications. The Engineer will also update the plans to include the current roadway design files and survey information prepared for the previously prepared FM 1460 plan set. 2. The Engineer will develop utility plans for inclusion into the PS&E package for the design of two approximately 8" water lines that will service businesses south of Kiphen Road. C. RIGHT-OF-WAY 1. Right-of-way services were performed by others during the previously prepared FM 1460 project. If necessary, the Engineer will prepare an easement parcel sketch with metes and bounds for 5 additional parcels as directed by the City of Round Rock. 2. The Engineer will coordinate subconsultant activities and obtain information from the TxDOT FM 1460 project as directed by the City of Round Rock. IV. FIELD SURVEYING AND PHOTOGRAMMETRY (Function Code 150) A. FIELD SURVEYING SERVICES 1. The Engineer shall review the survey services performed for the TxDOT FM 1460 project to determine areas of new construction. 2. The Engineer shall tie the Kiphen Road Phase II project, east leg of Bowman Drive intersection, Agarita Trail and US 79 to the FM 1460 datum. 3. The Engineer shall attempt to recover the primary control datum previously set and reset new control where needed. 4. The Engineer shall collect spot elevations and grade breaks in the areas of new construction and collect all driveways, parking lots, visible utilities, drainage features, trees and any improvements within the defined area. The scope does not include utilizing One Call for utility locates. All trees will have a description in the data collection but will not be tagged. 5. The Engineer will generate a 1 foot contour interval DTM file of the new surveyed areas and merge with the original model. 6. Any additional survey services required to complete the construction plan set will be performed under a supplemental agreement to the contract. 7. The Engineer shall coordinate subconsultant activities. V. ROADWAY DESIGN CONTROLS (Function Code 160) A. PAVEMENT DESIGN 1. The Engineer shall utilize the pavement design approved for the TxDOT FM 1460 project. B. ROADWAY PLANS 1. The Engineer will incorporate previously prepared FM 1460 plans into the proposed plan set. A QA/QC review of the roadway plans will be performed prior to final submittal. The review will include vertical and horizontal geometry, driveway and side street locations, and miscellaneous paving details. 2. The title sheet and detailed index of sheets will be adjusted for the City of Round Rock construction plan set. All plan sheet title blocks will be revised to include City of Round Rock information. 3. The Engineer will modify the previously prepared construction plans to include changes at the north FM 1460 project limits. It is understood that median and lane configuration modifications will be necessary to match the adjacent project by others. 4. The Engineer will modify the previously prepared construction plans to incorporate roadway and driveway changes at the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 5. The Engineer will modify the previously prepared construction plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. 6. At the revised locations, design cross sections will be produced at 50 -foot stations and other locations as necessary for the determination of cut and fill quantities. These sections will also be used to further refine the design vertical geometry. Cross sections will be provided for contractor's information only and will not be considered a part of the bid documents or construction drawings. These cross sections will be provided upon contractor's request in "roll" format, and will not be prepared on individual plan sheets. The Geopak design software package will be utilized to produce these cross sections. 7. Supplementary grading sheets will be prepared showing critical vertical information for the proper grading at the revised locations including intersections, driveways and around drainage features. VI. DRAINAGE (Function Code 161) A. CULVERTS, CHANNELS AND DITCHES 1. The Engineer will incorporate previously prepared FM 1460 designs of culverts, channels and ditches into the proposed plans. A QA/QC review will be performed prior to the final submittal. 2. The Engineer will modify culvert plans at the north project limits as necessary to match adjacent design plans by others. 3. The Engineer shall coordinate subconsultant activities. B. STORM SEWERS, EROSION CONTROL AND SW3P 1. The Engineer will incorporate previously prepared FM 1460 hydraulic computations into the proposed plan set. For any areas requiring modifications, the Engineer will utilize the same methodology used in the TxDOT FM 1460 drainage plans. A QA/QC review will be performed prior to the final submittal. 2. The Engineer will modify drainage and SW3P plans at the north FM 1460 match point to tie to the proposed construction by others. These modifications may include changes to drainage areas, hydraulic calculations, storm sewer plan and profile sheets, and erosions control sheets. 3. The Engineer will modify the drainage plans and SW3P at the east Kiphen Phase I limits to match the Kiphen Phase II construction. These modifications may include changes to drainage areas, hydraulic calculations, storm sewer plan and profile sheets, and erosions control sheets. 4. Due to recent changes to driveway radii along FM 1460, the Engineer will adjust curb inlet locations to avoid driveway curb returns. 5. The Engineer shall coordinate subconsultant activities. VII. SIGNING AND PAVEMENT MARKINGS (Function Code 162) A. SIGNING AND PAVEMENT MARKINGS 1. The Engineer shall incorporate previously prepared FM 1460 signing and striping plans into the proposed plans. The Engineer will make minor modifications to the signing and pavement marking plans as directed by the City of Round Rock. A QAJQC review will be performed prior to the final submittal. 2. The Engineer will modify the previously prepared signing and pavement marking plans to include changes at the north FM 1460 project limits. It is understood that median and lane configuration modifications will be necessary to match the adjacent project by others. 3. The Engineer will modify the previously prepared signing and pavement marking plans to incorporate changes to the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 4. The Engineer will modify the previously prepared signing and pavement marking plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. VIII. MISCELLANEOUS ROADWAY (Function Code 163) A. TRAFFIC CONTROL 1. The Engineer shall incorporate previously prepared FM 1460 traffic control plans into the proposed plan set. Modifications will include revisions to the traffic control layouts, sequence of work narrative, typical sections, detour profiles, location of work areas, temporary paving, temporary shoring, signing, barricades and other details. The Engineer will be required to ensure that proper drainage can be maintained during each phase of construction. A QA/QC review will be performed prior to the final submittal. 2. The Engineer will modify the previously prepared traffic control plans to include changes at the north FM 1460 project limits. It is understood that median and lane configuration modifications will be necessary to match the adjacent project by others. 3. The Engineer will modify the previously prepared traffic control plans to incorporate changes to the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 4. The Engineer will modify the previously prepared traffic control plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. 5. The construction schedule will be adjusted to indicate the revised time required for each phase of construction. B. ILLUMINATION 1. New design and plan sheets will be provided for continuous illumination along FM 1460 within the existing limits from Sta: 351+75 to near Sta: 458+00. Lighting standards, conduit runs, ground boxes and proposed power drop locations will be shown in plan view and all necessary items will be quantified. Voltage calculations will be done to ensure compatibility of design with existing systems and/or additional proposed power source recommendations will be made. Luminance calculations will be run and analyzed to ensure design meets all specifications and requirements. 2. The Engineer will modify the previously prepared illumination plans to incorporate changes to the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 3. The Engineer will modify the previously prepared illumination plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. 4. The Engineer shall coordinate subconsultant activities. C. TRAFFIC SIGNALS 1. The Engineer will incorporate the previously prepared FM 1460 traffic signal plans at Old Settler's Blvd, Chandler Creek and Bowman Drive into the proposed plan set and perform a QA/QC review prior to the final submittal. D. RETAINING WALLS 1. The Engineer will incorporate the previously prepared FM 1460 plans for one retaining wall into the proposed plan set and perform a QA/QC review prior to the final submittal. E. BRIDGE DESIGN (Function Code 170) 1. The Engineer will incorporate the previously prepared FM 1460 Chandler Branch bridge plans into the proposed plan set and perform a QA/QC review prior to the final submittal. F. QUANTITIES 1. Utilities 2. Erosion Control / SW3P 3. Inlets, Storm Sewers and Culverts 4. Bridge 5. Retaining Walls 6. Pavement Markings and Small Signs 7. Illumination 8. Signals 9. Traffic Control 10. Roadway and Earthwork G. SUMMARY SHEETS 1. Utilities 2. Erosion Control / SW3P 3. Inlets, Storm Sewers, and Culverts 4. Bridge 5. Retaining Walls 6. Pavement Markings and Small Signs 7. Illumination 8. Signals 9. Traffic Control 10. Roadway and Earthwork H. STANDARDS, SPECIFICATIONS AND ESTIMATE 1. The Engineer will review and select appropriate standards for use in the project documents. Standard drawings will be selected by first consulting the City of Round Rock and finally the Texas Department of Transportation. If no appropriate standard exists, the Engineer will develop the appropriate details. 2. A tabulation of applicable specifications, special specifications and special provisions will be prepared for submission with the final PS&E package. Standard specifications will be selected by first consulting the City of Round Rock and finally the Texas Department of Transportation. 3. The Engineer will prepare general notes for the project, as well as filling out the basis of estimate for the project. 4. An engineer's opinion of probable construction cost will be prepared prior to final PS&E submittal. I. PROJECT MANAGEMENT 1. As directed by the City of Round Rock, the Engineer will attend a coordination meeting with TxDOT prior to bidding and address TxDOT comments. The Engineer will also develop and maintain project schedules and monthly progress reports. 2. The Engineer will develop project invoices using City of Round Rock standard invoice forms. The Engineer will maintain project invoices including a tabulation of percentage complete by task. The Engineer will also review, approve and coordinate subconsultant invoices to ensure proper documentation is presented to the City for payment approval. 3. The Engineer will meet on a scheduled basis with the City to review project progress. Minutes of these meetings will be provided to the City. IX. BID AND CONSTRUCTION SERVICES (Function Code 351) A. BID PHASE SERVICES 1. The Engineer will prepare contract bid documents and proposals and make them available to the contractors at the Engineer's office. 2. The Engineer will attend and coordinate a pre-bid conference. 3. The Engineer will assist the City at contract bid opening. 4. The Engineer will tabulate the bids, research low bidder and make a recommendation of award to the City. B. CONSTRUCTION PHASE SERVICES 1. Attend one (1) pre -construction conference with the Owner and the Contractor, review the Contractor's construction schedule and issue meeting notes to the Owner. Attend thirty-six (36) biweekly Project meetings and issue meeting notes to the Owner. 2. The Engineer will make periodic visits to the Project site at intervals appropriate to the various stages of construction to observe the progress and quality of the Contractor's work. It is assumed for estimation purposes that the Engineer will visit the site twice a month, four (4) hours per visit, for a total of eighteen (18) months. Based on the information obtained during such visits, the Engineer will endeavor to determine if the Contractor's work is proceeding in accordance with the Contract Documents. The purpose of such project site visits and such observations is to keep the Owner generally informed of the progress of the Contractor's work and to determine if the completed work of the Contractor conforms in general to the design concept indicated in the Construction Contract Documents. On the other hand, the Engineer shall not, during such visits or as a result of such observations, supervise, direct, or have control over the Contractor's work nor shall the Engineer have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, for safety precautions and programs incident to the work of the Contractor or for any failure of the Contractor to comply with rules, regulations, ordinances, codes or orders applicable to the Contractor's performance of the work. The Contractor shall have sole authority over and responsibility for: (a) the means, methods, techniques, sequences, and procedures of construction (b) safety precautions and programs incident to the construction, and (c) compliance with rules, regulations, ordinances, codes and orders applicable to the construction. The Engineer neither guarantees the performance of the Contractor nor assumes any responsibility for the Contractor's failure to furnish and perform its work in accordance with the Construction Contract Documents. 3. Issue necessary clarifications and interpretations of the Construction Contract Documents as appropriate to the orderly completion of the Contractor's work. Such clarifications and interpretations will be consistent with the intent and reasonably inferable from the Construction Contract Documents. 4. Make recommendations to the Owner regarding change orders as appropriate and when directed by the Owner, and prepare Change Orders as reasonably required. Preparation of Change Orders, which result from significant changes in the scope, extent, or character of the Project designed by the Engineer, is not included in this scope of services. 5. Review samples, catalog data, schedules, submittals, shop drawings, laboratory, shop and mill tests of material and test equipment and other data as required by the Construction Contract Documents, but only for conformance with the design concept indicated in the Construction Contract Documents. Such reviews will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 6. Review the Application for Payment and supporting documentation submitted by the Contractor, recommended to the Owner the amount that the Contractor is to be paid on monthly estimates as required by the Construction Contract. Such recommendation for payment to the Contractor shall not be a representation that the Engineer: (a) has made exhaustive or continuous on-site observations to check the quality or quantity of the Contractor's work, (b) has reviewed construction means, methods, techniques, sequences, or procedures, (c) has reviewed copies of invoices received from subcontractors, material suppliers or other data requested by the Owner to substantiate the Contractor's right to payment, (d) has ascertained how or for what purpose the Contractor has used monies previously paid by the Owner, or (e) has determined that title to any of the Contractor's work has passed to the Owner free and clear of any liens, claims, security interests or encumbrances. 7. Upon notice from the Contractor that the Contractor's work is ready for its intended use conduct in company with the Owner's representative and the Contractor, an inspection to determine if the work is substantially complete. If the Owner and the Engineer consider the work substantially complete, issue a certificate of substantial completion containing a list of required tasks for the Contractor to complete prior to issuance of certificate of final completion. Conduct a final inspection together with the Owner and the Contractor to determine if the work has reached final completion so that the Engineer may recommend final payment to the Contractor. If appropriate, make recommendations to the Owner for final payment to the Contractor. 8. Receive, review and transmit to the Owner maintenance and operating instructions, warranties and guarantees, marked up record documents received from the Contractor, which reflect field changes to the bid documents. The Engineer will review the documents to ascertain, to the best of the Engineer's knowledge and belief, that the reflected field changes are complete and correct. 9. Prepare Project record drawings incorporating compiled change orders and field changes that are received from the Owner and the Contractor. Three (3) sets of prints of "Record Drawings" will be submitted by the Engineer to the Owner. One (1) set will be 11x17 mylar prints and two (2) sets will be 11x17 paper copies. 10. Submit to the Owner electronic files used for the production of the Record Drawings. The Engineer shall deliver the electronic files, on CD, to the Owner. Record drawings on electronic files furnished to the Owner are for the convenience of the Owner only. The mylar set of Record Drawings and its copies, which are signed and sealed by the Engineer, shall be sole documents relied upon by the Owner as a reflection of the condition of the project location after completion of the construction activities. Exhibit C Work Schedule FM 1460 — From 2.2 Mi. N. of US 79 (north of Old Settler's Blvd) to 0.4 miles N. US 79 WILLIAMSON COUNTY Duration Completion Date Notice to Proceed N/A Aug 14, 2008 95% Plans Submittal 53 Oct 6, 2008 City Review of 95% Plans 7 Oct 13, 2008 100% Plans Submittal 7 Oct 20, 2008 Final Review 7 Oct 27, 2008 Project Letting 24 Nov 20, 2008 Contractor Notice to Proceed 60 Jan 19, 2009 Construction Phase Services 570 Aug 12, 2010 EXHIBIT D FEE SCHEDULE FM 1460 — From 2.2 mi North of US 79 (north of Old Settler's Blvd) to 0.4 mi North of US 79 WILLIAMSON COUNTY For the services described under Exhibit B, we request compensation on a lump sum basis. The estimated hours and dollars to accomplish this work are shown below. The breakdowns for man-hours and costs per function code are shown on the following pages. ESTIMATE OF MAXIMUM COMPENSATION - All Function Codes DIRECT SALARY COST (See attached summary) Project Manager 113 Hrs. @ $55.00 = $ 6,215.00 Senior Design Engineer 536 Hrs. @ $43.00 = $ 23,048.00 Design Engineer 454 Hrs. @ $38.00 = $ 17,252.00 EIT 778 Hrs. @ $30.75 = $ 23,923.50 Clerical 36 Hrs. @ $21.50 = i 774.00 TOTAL DIRECT SALARY SALARY RELATED COST (185.00%) TOTAL LABOR COSTS FEE (12%) $ 71,212.50 i 131,743.12 $ 202,955.62 A $ 24,354.66 B EXPENSES Miscellaneous Expenses Subtotal $ 3,021.25 Subconsultant Expenses (See attached summaries) $ 21,643.00 $ 40,006.40 $ 28,406.72 $ 0.00 $ 0.00 Subtotal $ 90,056.12 TOTAL EXPENSES $ 93,077.37 C LUMP SUM AMOUNT PAYABLE (A+B+C) i 320,388.00 INLAND GEODETICS PROFESSIONAL LAND SURVEYORS July 31, 2008 Mr. Jesse Penn, P.E. Chaing Patel & Yerby Inc. The Avallon Building 1 10415 Morado Circle Ste: 200 Austin, TX 78759 1 ATTACHMENT TO EXHIBIT D I RE: Survey Services for the FM 1460 Improvement Project. Limits: North of Old Settler Blvd./Kiphen Rd. to 0.4 miles north of US 79. Mr. Penn: .1504 Chisholm Trail Road Suite 101 Round Rock, TX 78681 512-238-1200 512-238-1251 fax Inland Geodetics, LP (Inland) is pleased to submit our proposal for professional land surveying services related to the above referenced project. Our proposal is to update the original topographic design data of the TxDOT FM 1460 project. Inland will collect any required data or new construction not included in the original topographic data. Inland will also provide additional easements as requested by the engineer. Below is a specific list of our proposed Scope of Services and estimated costs. SCOPE OF SERVICES A. Primary Control and Field Topographic Survey 1. Inland will attempt to recover the primary control datum previously set and reset new control where needed. 2. Primary control datum will be tied to the CORR Survey Control System. The values will be relative to NAD 83 Texas State Plane Coordinates, Central Zone 4203 (scaled to surface values). Vertical Datum will be GPS Orthometric heights and projected through the length of the project 3. Tie the Kiphen Road Phase II project, east leg of Bowman Drive intersection, Agarita Trail and US 79 to the FM 1460 datum. 4. Review existing topographic design file and determine areas of new construction. 5. Collect spot elevations and grade breaks in the areas of new construction. Collecting all driveways, parking lots, visible utilities, drainage features, trees and any improvements within the defined area. This scope does not include utilizing One Call for utility locates. All trees will have a description in the data collection but will not be tagged. 6. Inland will generate a 1 foot contour interval DTM file of the new surveyed areas and merge with the original model. CPY — FM 1460, Kiphen Rd. Project PAGE 2 B. Right -of -Way 1. Inland will prepare an easement parcel sketch with metes and bounds for 5 parcels. The lump sum cost for this service is $ 10,622.00 and included in the fee below. The Total ESTIMATED LUMP SUM fee for A and B is: $ 21,643.00 The estimated fees proposed above are based on personnel time required to perform the described Scope of Services. Additional time requirements resulting from project scope changes, plan revisions, field recovery of or discrepancies of control provided will be considered reasonable cause for us to seek additional compensation for services not included in these amounts. Sincerely, Brenda Sies President Inland Geodetics, LP EXHIBIT E Certificates of Insurance Attached Behind This Page CERTIFICATE OF LIABILITY INSURANCE PRODUCER: McLaughlin Brunson Ins. Agency. LLP 9535 Forest Lane. #118 Dallas. Texas 75243 Phone: 214-503-1212 E-mail: INSURED: Chiang. Patel & Yerbv. Inc. 1820 Regal Row. Suite 200 Dallas. Texas 75235 Phone:214-638-0500 E-mail: Date: 05/29/2008 TDI number required. Please refer to the Texas Dept of Insurance website: http:l/www.tdi.state.tx.us/ A B C D COMPANIES AFFORDING COVERAGE Travelers Lloyds Insurance Company Travelers Indemnity Company TDI 93788 XL Specialty Insurance Company Travelers Indemnity Co. of Connecticut 83800 5241 83830 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 LTR TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS A - GENERAL LIABILITY PACP1951L895 6/1/2008 6/1/2009 GENERAL AGGREGATE PRODUCTS-COMP/OP AGG. PERSONAL & ADV. INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED. EXPENSE (Any one person) $ 2,000,000 $ 2,000,000 $ 1,000,000 $ 1.000,000 $ 1,000,000 S 5,000 D - AUTOMOBILE LIABILITY BA3865M855 6/1/2008 6/1/2009 COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ 1,000,000 EXCESS LIABILITY EACH OCCURRENCE AGGREGATE B - WORKERS' COMPENSATION UB5609Y775 1/1/2008 1/1/2009 AND EMPLOYERS' LIABILITY STATUTORY LIMITS EACH ACCIDENT DISEASE - POLICY LIMIT DISEASE - EACH EMPLOYEE 500,000 500,000 500,000 C - PROFESSIONAL LIABILITY DPR9611510 4/1/2008 4/1/2009 $3,000,000 Per Claim / Annual Aggregate BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS/EXCEPTIONS - The claims made professional liability coverage is the total aggregate limit for all claims presented within the policy period and is subject to a deductible. 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 mall thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: 00650 —1 -2008 City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 SIGURE I5F A ENT LICENSED I E TATE OF Page 2 yped Name: Patrick F. McLaughlin Agent Certificate of Liability insurance "SU It 1 m DATE: September 17, 2008 SUBJECT: City Council Meeting — September 25, 2008 ITEM: 14F2. Consider a resolution authorizing the Mayor to execute a contract for engineering services with CP&Y, Inc. for FM1460 from 2.2 miles north of US 79 (north of OId Settler's Blvd) to 0.4 miles north of US 79. Department: Staff Person: Justification: Transportation Services Thomas G. Martin, P.E., Director of Transportation Services This contract will provide the necessary engineering and technical services for the preparation of Plans, Specifications and Estimates (P.S. & E.) for the A. W. Grimes Blvd. (FM 1460), the OId Settler's Boulevard (Kiphen Road) Phase I Project and utility adjustments along A.W. Grimes . In addition, the contract will provide bid and construction phase services. Funding: Cost: $322,388.00 Source of funds: 4B Corporation Outside Resources: N/A Background Information: The Plans, Specifications and Estimates will combine A.W. Grimes from US 79 to OId Settler's Boulevard, OId Settler's Boulevard (Kiphen Road) Phase I from A.W. Grimes to the revised limits of Old Settler's Boulevard (Kiphen Road) Phase II and the water and wastewater utility adjustments associated with A. W. Grimes. The construction plans will contain grading, paving, culvert layouts, bridge layouts, span details, signing, pavement marking, delineation, sequence of construction, traffic control, signalization and drainage. The construction of this project will be jointly paid for by the City and Williamson County. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS "ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: CP&Y, Inc. ADDRESS: 10415 Morado Circle, Bldg I, Suite 200, Austin, Texas 78759 ("Engineer") PROJECT: FM 1460 from 2.2 mi North of US 79 (north of Old Settler's Blvd) to 0.4 mi North of US 79 THE STATE OF TEXAS COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the -'`day ofe2008 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 0199.7081; 144951 R00064 9 TX02FM1460 00064494 f--00 -09-Z 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 the Work Schedule as identified in Exhibit C entitled "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. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (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 construction of the project 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. (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. 2. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Three Hundred Twenty Thousand, Three Hundred Eighty-eight and No/100 Dollars ($320,388.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. 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 per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress 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 tasks were completed. 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 Project Manager Transportation Engineering Associate Transportation Services Department 2(Z 6+-2 Commerce Cove Round Rock, Texas 78664 Telephone Number (512) 218-3237 Fax Number (512) 218-3242 Email Address bstablein@round-rock.tx.us 4. City's Designated Representative shall be authorized to act on City's behalf with respect 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: Jesse W. Penn, P.E. Project Manager 10415 Morado Circle Bldg I, Suite 200 Austin, TX 78759 Telephone Number: (512) 349-0700 Fax Number: (512) 349-0727 Email Address: jpenn@cpyi.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 project 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. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. 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 the project 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. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should City terminate this Contract under Subsection (4) immediately 8. above, then the 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 the project 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, 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 reasonable attorneys fees which may be incurred by City in litigation or otherwise defending 9. 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 the 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 the project. 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 per claim 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. 10. (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. 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 the project, 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: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 12. Engineer: CP&Y, Inc. J.J. Roohms, P.E. Vice President 10415 Morado Circle, Suite 200 Austin, TX 78759 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 project 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 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 13. 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 By: Alan McGraw, Mayor ATTEST: By: 1/1((iuV Sara White, City Secretary CP&Y, INC. By: J. J. Roohms, P.E., Vice Prsident 14. APPRIV DASTOFIRM: Step' .G L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance Exhibit A City Services FM 1460 — From 2.2 mi North of US 79 (north of Old Settler's Blvd) to 0.4 mi North of US 79 WILLIAMSON COUNTY The City will furnish to the Engineer the following information and/or perform the following tasks: 1. Provide any existing data the Owner has on file concerning the project, if available. 2. Assist the Engineer, as necessary, in obtaining any required data and information from the State, County, neighboring Cities and/or other franchise utility companies. 3. Give prompt written notice to Engineer whenever the Owner observes or otherwise becomes aware of any development that affects the scope or timing of Engineer's services. 4. Meet on an as needed basis to answer questions, provide guidance and offer comment. 5. Provide construction inspection and construction testing services including coordination and scope of services. EXHIBIT B Engineers Services FM 1460 — From 2.2 Mi. N. of US 79 (north of Old Settler's Blvd) to 0.4 miles N. US 79 WILLIAMSON COUNTY The Engineer shall provide the necessary engineering and technical services for the preparation of plans, specifications and estimates (PS&E) for widening FM 1460 in Williamson County from 2.2 Mi. N. of US 79 (north of Old Settler's Blvd) to 0.4 miles N. of US 79 in Round Rock. These construction plans will describe the construction of a five-lane urban roadway section with a two way left turn lane. The project also includes the realignment and reconstruction of approximately 1600 LF of Old Settler's Boulevard / Kiphen Road. The PS&E described above were originally prepared by the Engineer under a separate contract with TxDOT and currently exist at approximately 95% completion. The Engineer will provide services to the City of Round Rock to complete the design of the previously prepared PS&E as well as provide bid and construction phase services. The design services to be provided by the Engineer include those not completed as part of the TxDOT FM 1460 project as of the date this contract is executed as well as additional modifications. These modifications include: miscellaneous drainage revisions; design updates at the match point with the adjacent FM 1460 project at the north limits; modifications to the east limits of Kiphen Phase I and incorporating FM 1460 water and wastewater utility relocation plans into the proposed project plan set. The construction plan set for this project will contain the required drawings and details pertaining to grading, paving, culvert layouts, bridge layouts, span details, signing, pavement marking, delineation, sequence of construction, traffic control, signalization and drainage. The plan set will be prepared in English units and shall be suitable for the bidding and award of a contract through the City of Round Rock's construction contracting system. The designs included in the above described PS&E shall be in accordance with the requirements of the 1990 edition of AASHTO's A POLICY ON GEOMETRIC DESIGN OF HIGHWAY AND STREETS, TEXAS MANUAL OF UNIFORM TRAFFIC CONTROL DEVICES including Part VI, TxDOT'S OPERATIONS AND PROCEDURES MANUAL, The 1985 edition of TxDOT's HYDRAULIC MANUAL and other TxDOT design guides and manuals. TxDOT standard drawings and design details shall be included without modification whenever possible. Bid items and standard specifications shall correspond to the 2004 edition of TxDOT's STANDARD SPECIFICATIONS FOR CONSTRUCTION OF HIGHWAYS, STREETS, AND BRIDGES. If a special specification or provision is needed for this project, it shall be approved for state-wide use or written in TxDOT's standard format and, to the extent possible, incorporate references to TxDOT test procedures. Specific City of Round Rock standards and specifications will be incorporated into the project plans and specifications as directed by the City of Round Rock. These items are written into the Task Outline of this exhibit. The Engineer established the roadway geometry model and performed earthwork and paving quantity calculations with the Bentley Microstation enhancement known as GEOPAK. The CADD and GEOPAK criteria files, which comprise the geometry model, shall be provided to the City at the completion of the project. Hydraulic designs and calculations for culverts were performed with a PC-based hydraulic model such as HECRAS, CULVERT, CULVERT MASTER or other hydraulic model approved in advance by TxDOT. The culverts were sized to accommodate run-off from the subject roadway and run-off from outside the project limits based on the TxDOT 10 year storm. Hydraulic designs and calculations for inlets and storm sewers were performed using WINSTORM. TASK OUTLINE I. ROUTE AND DESIGN STUDIES (Function Code 110) A. DATA COLLECTION 1. Schedule, prepare for and attend a project kick-off meeting with the City of Round Rock staff. 2. Review available data for FM 1460, Kiphen Road and adjacent areas and roadways. The Engineer will also coordinate with the designers of the adjoining section of FM 1460 to the north. This task will include the collection of drawings and transportation plans. The Engineer will also review this data to determine the applicability of each item to the project roadway. 3. Research and identify significant issues, as perceived by the City of Round Rock, or Local officials. 4. Review and update, if necessary, the roadway design criteria for the project to be approved by the City of Round Rock prior to finalizing design activities. II. SOCIAL & ENVIRONMENTAL STUDIES AND PUBLIC INVOLVEMENT (Function Code 120) A. ENVIRONMETAL DOCUMENTATION 1. It is assumed that no environmental coordination or documentation will be required for this project. If it is determined during project development that these services are required, it shall be handled as a supplemental agreement to this contract. B. PUBLIC HEARING 1. It is assumed that no public hearing will be required for this project. If it is determined during project development that these services are required, it shall be handled as a supplemental agreement to this contract. III. RIGHT-OF-WAY DATA AND UTILITY ADJUSTMENTS (Function Code 130) A. UTILITY COORDINATION AND RESEARCH 1. Utility coordination services were performed by others during the previously prepared FM 1460 project. The Engineer will coordinate the transfer of this information from TxDOT to the City of Round Rock as directed by the City of Round Rock. 2. Additional utility coordination required will be performed as directed by the City of Round Rock under a supplemental agreement. B. RELOCATION OF CITY UTILITIES 1. The Engineer prepared water and wastewater relocation plans in accordance with a previous contract between the Engineer and Owner which was executed on October 6, 2000. The Engineer will review and modify the previously prepared construction plans, specifications and estimate prepared in 2002 to meet current standards and specifications. The Engineer will also update the plans to include the current roadway design files and survey information prepared for the previously prepared FM 1460 plan set. 2. The Engineer will develop utility plans for inclusion into the PS&E package for the design of two approximately 8" water lines that will service businesses south of Kiphen Road. C. RIGHT-OF-WAY 1. Right-of-way services were performed by others during the previously prepared FM 1460 project. If necessary, the Engineer will prepare an easement parcel sketch with metes and bounds for 5 additional parcels as directed by the City of Round Rock. 2. The Engineer will coordinate subconsultant activities and obtain information from the TxDOT FM 1460 project as directed by the City of Round Rock. IV. FIELD SURVEYING AND PHOTOGRAMMETRY (Function Code 150) A. FIELD SURVEYING SERVICES 1. The Engineer shall review the survey services performed for the TxDOT FM 1460 project to determine areas of new construction. 2. The Engineer shall tie the Kiphen Road Phase II project, east leg of Bowman Drive intersection, Agarita Trail and US 79 to the FM 1460 datum. 3. The Engineer shall attempt to recover the primary control datum previously set and reset new control where needed. 4. The Engineer shall collect spot elevations and grade breaks in the areas of new construction and collect all driveways, parking lots, visible utilities, drainage features, trees and any improvements within the defined area. The scope does not include utilizing One Call for utility locates. All trees will have a description in the data collection but will not be tagged. 5. The Engineer will generate a 1 foot contour interval DTM file of the new surveyed areas and merge with the original model. 6. Any additional survey services required to complete the construction plan set will be performed under a supplemental agreement to the contract. 7. The Engineer shall coordinate subconsultant activities. V. ROADWAY DESIGN CONTROLS (Function Code 160) A. PAVEMENT DESIGN 1. The Engineer shall utilize the pavement design approved for the TxDOT FM 1460 project. B. ROADWAY PLANS 1. The Engineer will incorporate previously prepared FM 1460 plans into the proposed plan set. A QA/QC review of the roadway plans will be performed prior to final submittal. The review will include vertical and horizontal geometry, driveway and side street locations, and miscellaneous paving details. 2. The title sheet and detailed index of sheets will be adjusted for the City of Round Rock construction plan set. All plan sheet title blocks will be revised to include City of Round Rock information. 3. The Engineer will modify the previously prepared construction plans to include changes at the north FM 1460 project limits. It is understood that median and lane configuration modifications will be necessary to match the adjacent project by others. 4. The Engineer will modify the previously prepared construction plans to incorporate roadway and driveway changes at the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 5. The Engineer will modify the previously prepared construction plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. 6. At the revised locations, design cross sections will be produced at 50 -foot stations and other locations as necessary for the determination of cut and fill quantities. These sections will also be used to further refine the design vertical geometry. Cross sections will be provided for contractor's information only and will not be considered a part of the bid documents or construction drawings. These cross sections will be provided upon contractor's request in "roll" format, and will not be prepared on individual plan sheets. The Geopak design software package will be utilized to produce these cross sections. 7. Supplementary grading sheets will be prepared showing critical vertical information for the proper grading at the revised locations including intersections, driveways and around drainage features. VI. DRAINAGE (Function Code 161) A. CULVERTS, CHANNELS AND DITCHES 1. The Engineer will incorporate previously prepared FM 1460 designs of culverts, channels and ditches into the proposed plans. A QA/QC review will be performed prior to the final submittal. 2. The Engineer will modify culvert plans at the north project limits as necessary to match adjacent design plans by others. 3. The Engineer shall coordinate subconsultant activities. B. STORM SEWERS, EROSION CONTROL AND SW3P 1. The Engineer will incorporate previously prepared FM 1460 hydraulic computations into the proposed plan set. For any areas requiring modifications, the Engineer will utilize the same methodology used in the TxDOT FM 1460 drainage plans. A QA/QC review will be performed prior to the final submittal. 2. The Engineer will modify drainage and SW3P plans at the north FM 1460 match point to tie to the proposed construction by others. These modifications may include changes to drainage areas, hydraulic calculations, storm sewer plan and profile sheets, and erosions control sheets. 3. The Engineer will modify the drainage plans and SW3P at the east Kiphen Phase I limits to match the Kiphen Phase II construction. These modifications may include changes to drainage areas, hydraulic calculations, storm sewer plan and profile sheets, and erosions control sheets. 4. Due to recent changes to driveway radii along FM 1460, the Engineer will adjust curb inlet locations to avoid driveway curb returns. 5. The Engineer shall coordinate subconsultant activities. VII. SIGNING AND PAVEMENT MARKINGS (Function Code 162) A. SIGNING AND PAVEMENT MARKINGS 1. The Engineer shall incorporate previously prepared FM 1460 signing and striping plans into the proposed plans. The Engineer will make minor modifications to the signing and pavement marking plans as directed by the City of Round Rock. A QA/QC review will be performed prior to the final submittal. 2. The Engineer will modify the previously prepared signing and pavement marking plans to include changes at the north FM 1460 project limits. It is understood that median and lane configuration modifications will be necessary to match the adjacent project by others. 3. The Engineer will modify the previously prepared signing and pavement marking plans to incorporate changes to the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 4. The Engineer will modify the previously prepared signing and pavement marking plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. VIII. MISCELLANEOUS ROADWAY (Function Code 163) A. TRAFFIC CONTROL 1. The Engineer shall incorporate previously prepared FM 1460 traffic control plans into the proposed plan set. Modifications will include revisions to the traffic control layouts, sequence of work narrative, typical sections, detour profiles, location of work areas, temporary paving, temporary shoring, signing, barricades and other details. The Engineer will be required to ensure that proper drainage can be maintained during each phase of construction. A QA/QC review will be performed prior to the final submittal. 2. The Engineer will modify the previously prepared traffic control plans to include changes at the north FM 1460 project limits. It is understood that median and lane configuration modifications will be necessary to match the adjacent project by others. 3. The Engineer will modify the previously prepared traffic control plans to incorporate changes to the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 4. The Engineer will modify the previously prepared traffic control plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. 5. The construction schedule will be adjusted to indicate the revised time required for each phase of construction. B. ILLUMINATION 1. New design and plan sheets will be provided for continuous illumination along FM 1460 within the existing limits from Sta: 351+75 to near Sta: 458+00. Lighting standards, conduit runs, ground boxes and proposed power drop locations will be shown in plan view and all necessary items will be quantified. Voltage calculations will be done to ensure compatibility of design with existing systems and/or additional proposed power source recommendations will be made. Luminance calculations will be run and analyzed to ensure design meets all specifications and requirements. 2. The Engineer will modify the previously prepared illumination plans to incorporate changes to the east project limits. This includes the western portion of Kiphen Phase II that was not constructed due to utility conflicts. 3. The Engineer will modify the previously prepared illumination plans to include median adjustments along Kiphen Phase II near Fairview Drive. The median from Sta: 77+00 to Sta: 80+00 was not constructed in the Kiphen Phase II plans to allow for traffic crossovers during Kiphen Phase I construction. 4. The Engineer shall coordinate subconsultant activities. C. TRAFFIC SIGNALS 1. The Engineer will incorporate the previously prepared FM 1460 traffic signal plans at Old Settler's Blvd, Chandler Creek and Bowman Drive into the proposed plan set and perform a QA/QC review prior to the final submittal. D. RETAINING WALLS 1. The Engineer will incorporate the previously prepared FM 1460 plans for one retaining wall into the proposed plan set and perform a QA/QC review prior to the final submittal. E. BRIDGE DESIGN (Function Code 170) 1. The Engineer will incorporate the previously prepared FM 1460 Chandler Branch bridge plans into the proposed plan set and perform a QA/QC review prior to the final submittal. F. QUANTITIES 1. Utilities 2. Erosion Control / SW3P 3. Inlets, Storm Sewers and Culverts 4. Bridge 5. Retaining Walls 6. Pavement Markings and Small Signs 7. Illumination 8. Signals 9. Traffic Control 10. Roadway and Earthwork G. SUMMARY SHEETS 1. Utilities 2. Erosion Control / SW3P 3. Inlets, Storm Sewers, and Culverts 4. Bridge 5. Retaining Walls 6. Pavement Markings and Small Signs 7. Illumination 8. Signals 9. Traffic Control 10. Roadway and Earthwork H. STANDARDS, SPECIFICATIONS AND ESTIMATE 1. The Engineer will review and select appropriate standards for use in the project documents. Standard drawings will be selected by first consulting the City of Round Rock and finally the Texas Department of Transportation. If no appropriate standard exists, the Engineer will develop the appropriate details. 2. A tabulation of applicable specifications, special specifications and special provisions will be prepared for submission with the final PS&E package. Standard specifications will be selected by first consulting the City of Round Rock and finally the Texas Department of Transportation. 3. The Engineer will prepare general notes for the project, as well as filling out the basis of estimate for the project. 4. An engineer's opinion of probable construction cost will be prepared prior to final PS&E submittal. I. PROJECT MANAGEMENT 1. As directed by the City of Round Rock, the Engineer will attend a coordination meeting with TxDOT prior to bidding and address TxDOT comments. The Engineer will also develop and maintain project schedules and monthly progress reports. 2. The Engineer will develop project invoices using City of Round Rock standard invoice forms. The Engineer will maintain project invoices including a tabulation of percentage complete by task. The Engineer will also review, approve and coordinate subconsultant invoices to ensure proper documentation is presented to the City for payment approval. 3. The Engineer will meet on a scheduled basis with the City to review project progress. Minutes of these meetings will be provided to the City. IX. BID AND CONSTRUCTION SERVICES (Function Code 351) A. BID PHASE SERVICES 1. The Engineer will prepare contract bid documents and proposals and make them available to the contractors at the Engineer's office. 2. The Engineer will attend and coordinate a pre-bid conference. 3. The Engineer will assist the City at contract bid opening. 4. The Engineer will tabulate the bids, research low bidder and make a recommendation of award to the City. B. CONSTRUCTION PHASE SERVICES 1. Attend one (1) pre -construction conference with the Owner and the Contractor, review the Contractor's construction schedule and issue meeting notes to the Owner. Attend thirty-six (36) biweekly Project meetings and issue meeting notes to the Owner. 2. The Engineer will make periodic visits to the Project site at intervals appropriate to the various stages of construction to observe the progress and quality of the Contractor's work. It is assumed for estimation purposes that the Engineer will visit the site twice a month, four (4) hours per visit, for a total of eighteen (18) months. Based on the information obtained during such visits, the Engineer will endeavor to determine if the Contractor's work is proceeding in accordance with the Contract Documents. The purpose of such project site visits and such observations is to keep the Owner generally informed of the progress of the Contractor's work and to determine if the completed work of the Contractor conforms in general to the design concept indicated in the Construction Contract Documents. On the other hand, the Engineer shall not, during such visits or as a result of such observations, supervise, direct, or have control over the Contractor's work nor shall the Engineer have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, for safety precautions and programs incident to the work of the Contractor or for any failure of the Contractor to comply with rules, regulations, ordinances, codes or orders applicable to the Contractor's performance of the work. The Contractor shall have sole authority over and responsibility for: (a) the means, methods, techniques, sequences, and procedures of construction (b) safety precautions and programs incident to the construction, and (c) compliance with rules, regulations, ordinances, codes and orders applicable to the construction. The Engineer neither guarantees the performance of the Contractor nor assumes any responsibility for the Contractor's failure to furnish and perform its work in accordance with the Construction Contract Documents. 3. Issue necessary clarifications and interpretations of the Construction Contract Documents as appropriate to the orderly completion of the Contractor's work. Such clarifications and interpretations will be consistent with the intent and reasonably inferable from the Construction Contract Documents. 4. Make recommendations to the Owner regarding change orders as appropriate and when directed by the Owner, and prepare Change Orders as reasonably required. Preparation of Change Orders, which result from significant changes in the scope, extent, or character of the Project designed by the Engineer, is not included in this scope of services. 5. Review samples, catalog data, schedules, submittals, shop drawings, laboratory, shop and mill tests of material and test equipment and other data as required by the Construction Contract Documents, but only for conformance with the design concept indicated in the Construction Contract Documents. Such reviews will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 6. Review the Application for Payment and supporting documentation submitted by the Contractor, recommended to the Owner the amount that the Contractor is to be paid on monthly estimates as required by the Construction Contract. Such recommendation for payment to the Contractor shall not be a representation that the Engineer: (a) has made exhaustive or continuous on-site observations to check the quality or quantity of the Contractor's work, (b) has reviewed construction means, methods, techniques, sequences, or procedures, (c) has reviewed copies of invoices received from subcontractors, material suppliers or other data requested by the Owner to substantiate the Contractor's right to payment, (d) has ascertained how or for what purpose the Contractor has used monies previously paid by the Owner, or (e) has determined that title to any of the Contractor's work has passed to the Owner free and clear of any liens, claims, security interests or encumbrances. 7. Upon notice from the Contractor that the Contractor's work is ready for its intended use conduct in company with the Owner's representative and the Contractor, an inspection to determine if the work is substantially complete. If the Owner and the Engineer consider the work substantially complete, issue a certificate of substantial completion containing a list of required tasks for the Contractor to complete prior to issuance of certificate of final completion. Conduct a final inspection together with the Owner and the Contractor to determine if the work has reached final completion so that the Engineer may recommend final payment to the Contractor. If appropriate, make recommendations to the Owner for final payment to the Contractor. 8. Receive, review and transmit to the Owner maintenance and operating instructions, warranties and guarantees, marked up record documents received from the Contractor, which reflect field changes to the bid documents. The Engineer will review the documents to ascertain, to the best of the Engineer's knowledge and belief, that the reflected field changes are complete and correct. 9. Prepare Project record drawings incorporating compiled change orders and field changes that are received from the Owner and the Contractor. Three (3) sets of prints of "Record Drawings" will be submitted by the Engineer to the Owner. One (1) set will be 11x17 mylar prints and two (2) sets will be 11 x 17 paper copies. 10. Submit to the Owner electronic files used for the production of the Record Drawings. The Engineer shall deliver the electronic files, on CD, to the Owner. Record drawings on electronic files furnished to the Owner are for the convenience of the Owner only. The mylar set of Record Drawings and its copies, which are signed and sealed by the Engineer, shall be sole documents relied upon by the Owner as a reflection of the condition of the project location after completion of the construction activities. Exhibit C Work Schedule FM 1460 — From 2.2 Mi. N. of US 79 (north of Old Settler's Blvd) to 0.4 miles N. US 79 WILLIAMSON COUNTY Duration Completion Date Notice to Proceed N/A Aug 14, 2008 95% Plans Submittal 53 Oct 6, 2008 City Review of 95% Plans 7 Oct 13, 2008 100% Plans Submittal 7 Oct 20, 2008 Final Review 7 Oct 27, 2008 Project Letting 24 Nov 20, 2008 Contractor Notice to Proceed 60 Jan 19, 2009 Construction Phase Services 570 Aug 12, 2010 EXHIBIT D FEE SCHEDULE FM 1460 — From 2.2 mi North of US 79 (north of Old Settler's Blvd) to 0.4 mi North of US 79 WILLIAMSON COUNTY For the services described under Exhibit B, we request compensation on a lump sum basis. The estimated hours and dollars to accomplish this work are shown below. The breakdowns for man-hours and costs per function code are shown on the following pages. ESTIMATE OF MAXIMUM COMPENSATION - All Function Codes DIRECT SALARY COST (See attached summary) Project Manager 113 Hrs. @ $55.00 = $ 6,215.00 Senior Design Engineer 536 Hrs. @ $43.00 = $ 23,048.00 Design Engineer 454 Hrs. @ $38.00 = $ 17,252.00 EIT 778 Hrs. @ $30.75 = $ 23,923.50 Clerical 36 Hrs. @ $21.50 = i 774.00 TOTAL DIRECT SALARY SALARY RELATED COST (185.00%) TOTAL LABOR COSTS FEE (12%) $ 71,212.50 i 131,743.12 $ 202,955.62 A $ 24,354.66 B EXPENSES Miscellaneous Expenses Subtotal $ 3,021.25 Subconsultant Expenses (See attached summaries) $ 21,643.00 $ 40,006.40 $ 28,406.72 $ 0.00 $ 0.00 Subtotal $ 90,056.12 TOTAL EXPENSES $ 93,077.37 C LUMP SUM AMOUNT PAYABLE (A+B+C) i 320,388.00 INLAND GEODETICS PROFESSIONAL LAND SURVEYORS July 31, 2008 Mr. Jesse Penn, P.E. Chaing Patel & Yerby Inc. The Avallon Building 1 10415 Morado Circle Ste: 200 Austin, TX 78759 ATTACHMENT TO EXHIBIT D RE: Survey Services for the FM 1460 Improvement Project. Limits: North of Old Settler Blvd./Kiphen Rd. to 0.4 miles north of US 79. Mr. Penn: 1504 Chisholm Trail Road Suite 101 Round Rock 7X 78681 512-238-1200 512-238-1251 fax Inland Geodetics, LP (Inland) is pleased to submit our proposal for professional land surveying services related to the above referenced project. Our proposal is to update the original topographic design data of the TxDOT FM 1460 project. Inland will collect any required data or new construction not included in the original topographic data. Inland will also provide additional easements as requested by the engineer. Below is a specific list of our proposed Scope of Services and estimated costs. SCOPE OF SERVICES A. Primary Control and Field Topographic Survey 1. Inland will attempt to recover the primary control datum previously set and reset new control where needed. 2. Primary control datum will be tied to the CORR Survey Control System. The values will be relative to NAD 83 Texas State Plane Coordinates, Central Zone 4203 (scaled to surface values). Vertical Datum will be GPS Orthometric heights and projected through the length of the project 3. Tie the Kiphen Road Phase II project, east leg of Bowman Drive intersection, Agarita Trail and US 79 to the FM 1460 datum. 4. Review existing topographic design file and determine areas of new construction. 5. Collect spot elevations and grade breaks in the areas of new construction. Collecting all driveways, parking Tots, visible utilities, drainage features, trees and any improvements within the defined area. This scope does not include utilizing One Call for utility locates. All trees will have a description in the data collection but will not be tagged. 6. Inland will generate a 1 foot contour interval DTM file of the new surveyed areas and merge with the original model. CPY — FM 1460, Kiphen Rd. Project PAGE 2 B. Right -of -Way 1. Inland will prepare an easement parcel sketch with metes and bounds for 5 parcels. The lump sum cost for this service is $ 10,622.00 and included in the fee below. The Total ESTIMATED LUMP SUM fee for A and B is: $ 21,643.00 The estimated fees proposed above are based on personnel time required to perform the described Scope of Services. Additional time requirements resulting from project scope changes, plan revisions, field recovery of or discrepancies of control provided will be considered reasonable cause for us to seek additional compensation for services not included in these amounts. Sincerely, Brenda Sies President Inland Geodetics, LP EXHIBIT E Certificates of Insurance Attached Behind This Page CERTIFICATE OF LIABILITY INSURANCE PRODUCER: McLaughlin Brunson Ins. Agency, LLP 9535 Forest Lane, #118 Dallas, Texas 75243 Phone: 214-503-1212 E-mail: INSURED: Chiang. Patel & Yerbv. Inc. 1820 Regal Row. Suite 200 Dallas, Texas 75235 Phone:214-638-0500 E-mail: Date: 05/29/2008 TDI number required. Please refer to the Texas Dept of Insurance website: http://www.tdi.state.tx.us/ 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 LTR INSURANCE NUMBER DATE DATE LIMITS A - GENERAL LIABILITY PACP1951L895 6/1/2008 6/1/2009 GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OP AGG. $ 2,000,000 PERSONAL & ADV. INJURY $ 1,000,000 EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Any one fire) $ 1,000,000 MED. EXPENSE (Any one person) S 5,000 D - AUTOMOBILE LIABILITY BA3865M855 6/1/2008 6/1/2009 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE AGGREGATE $ $ B - WORKERS' COMPENSATION UB5609Y775 1/1/2008 1/1/2009 AND EMPLOYERS' LIABILITY STATUTORY LIMITS $ EACH ACCIDENT $ 500,000 DISEASE - POLICY LIMIT $ 500,000 DISEASE - EACH EMPLOYEE $ 500,000 C - PROFESSIONAL LIABILITY DPR9611510 4/1/2008 4/1/2009 $3,000,000 Per Claim / Annual Aggregate BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS/EXCEPTIONS - The claims made professional liability coverage is the total aggregate limit for all claims presented within the policy period and is subject to a deductible 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: 00650 — 1-2008 Certificate of Liability Insurance City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 SIGN URE*OF AsENT LICENSED 1 STATE OF T Page 2 Patrick yped Name: COMPANIES AFFORDING COVERAGE TDI A Travelers Lloyds Insurance Company 93788 B Travelers Indemnity Company 83800 C XL Specialty Insurance Company 5241 D Travelers Indemnity Co. of Connecticut 83830 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 LTR INSURANCE NUMBER DATE DATE LIMITS A - GENERAL LIABILITY PACP1951L895 6/1/2008 6/1/2009 GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OP AGG. $ 2,000,000 PERSONAL & ADV. INJURY $ 1,000,000 EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Any one fire) $ 1,000,000 MED. EXPENSE (Any one person) S 5,000 D - AUTOMOBILE LIABILITY BA3865M855 6/1/2008 6/1/2009 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE AGGREGATE $ $ B - WORKERS' COMPENSATION UB5609Y775 1/1/2008 1/1/2009 AND EMPLOYERS' LIABILITY STATUTORY LIMITS $ EACH ACCIDENT $ 500,000 DISEASE - POLICY LIMIT $ 500,000 DISEASE - EACH EMPLOYEE $ 500,000 C - PROFESSIONAL LIABILITY DPR9611510 4/1/2008 4/1/2009 $3,000,000 Per Claim / Annual Aggregate BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS/EXCEPTIONS - The claims made professional liability coverage is the total aggregate limit for all claims presented within the policy period and is subject to a deductible 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: 00650 — 1-2008 Certificate of Liability Insurance City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 SIGN URE*OF AsENT LICENSED 1 STATE OF T Page 2 Patrick yped Name: