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R-03-09-25-14B1 - 9/25/2003RESOLUTION NO. R -03-09-25-14B1 WHEREAS, the City of Round Rock desires to retain engineering services for work on Arterial A between US 79 and Chandler Creek, and WHEREAS, HDR Engineering, Inc. has submitted an Agreement for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with HDR Engineering, 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 an Agreement for Engineering Services with HDR Engineering, Inc. for work on Arterial A between US 79 and Chandler Creek, a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 25th day of September, 2003. N ��,s�IIn W ayor Cit hof Round Rock, Texas CHRISTINE R. MARTINEZ, City S retary @PFDesktop\:: ODMA/WORLDOX/O:/WDOX/RESOLUTI/R30925B1.WPD/sc 'ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH HDR ENGINEERING, INC. FOR ARTERIAL A PROJECT THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS AGREEMENT FOR ENGINEERING SERVICES ("Agreement") is made and entered into on this the _ day of the month of , 2003, 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 HDR ENGINEERING, INC., whose principal place of business is located at 2211 South IH -35 Suite 300, Austin, Texas, 78741, (hereinafter called "Engineer"), and such Agreement 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: CONTRACT DOCUMENTS The Contract Documents consist of this Agreement and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Agreement) and all Supplemental Agreements (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Agreement as if attached to this Agreement or repeated herein. Engineering Sery Agreement -4-2003 File name:00054001.DOC 1 z EXHIBIT Rev.4/1/03 ARTICLE 1 SCOPE OF SERVICES TO BE PERFORMED BY CITY City shall perform or provide services as identified in Exhibit A entitled "Services to be Performed by City." ARTICLE 2 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform engineering services as identified in Exhibit B entitled "Services to be Performed by Engineer." Engineer shall develop a mutually acceptable schedule of work as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineer's Scope of Services under this Agreement 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 work performed. Should the Scope of Services or review times take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely request for additional time, which shall be subject to the approval of City, which approval shall not be unreasonably withheld. Any approved extension of time shall be through a written Supplement Agreement. ARTICLE 3 CONTRACT TERM (1) Term. The parties hereto acknowledge that it is anticipated the Engineer shall complete the engineering services described herein on or before the 31 day of August, 2004. If Engineer has not completed the engineering services by said date, and delay is caused by Engineer, then City shall have the right to terminate this Agreement upon written notice to Engineer. So long as the City elects not to terminate this Agreement, it shall continue from day to day until such time as the engineering services are completed. Any work 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 work under this Agreement will not be completed before the termination date. (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 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 on Article 2 herein. Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in a professional manner. (3) Notice to Proceed. After execution of this Agreement, Engineer shall not proceed with work delineated in Article 2 entitled "Scope of Services to be Performed by Engineer" and in Exhibit B entitled "Services to be Performed by Engineer" until authorized in writing by City to proceed as provided in Article 7 entitled "Notice to Proceed." Rev. 4/1 /03 2 ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for all engineering services performed and to be performed under this Agreement. The amount payable under this Agreement, without modification of the Agreement as provided herein, is the lump sum payable of One Hundred Thirty Nine Thousand, Four Hundred Fourteen Dollars ($139,414.00) and an hourly fee in the amount of Twenty Six Thousand Eight Hundred Eighty Dollars and Eight cents ($26,880.08) as shown in Exhibit D entitled "Fee Schedule." The lump sum amount and hourly fee payable may be revised only by written Supplemental Agreement in the event of a change in scope, additional complexity from that originally anticipated, or change in character of work as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Services to be Performed by Engineer." Satisfactory progress of work shall be maintained as an absolute condition of payment. The fee herein referenced may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer for services rendered shall be made while work is 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 work 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 work tasks identified in Exhibit D entitled "Fee Schedule." Progress payments shall be made by City based upon work actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which, notwithstanding anything herein to the contrary, is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory work 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. Rev. 4/1/03 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 City receives the supplies, materials, equipment, or 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 the supplies, materials, equipment, or 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 to payments made by City 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 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 Agreement 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 City shall issue a written authorization to proceed with work identified in the Scope of Services. City shall not be responsible for actions by Engineer or any costs incurred by Engineer relating to additional work not included in Exhibit B entitled "Services to be Performed by Engineer." ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Agreement is as follows: Bill Stablein, Transportation Engineering Associate 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-5562 Fax Number (512) 218-3242 Email Address bstablein@round-rock.tx.us Rev. 4/1/03 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this project. 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 Engineer's services. Engineer's Designated Representative for purposes of this Agreement is as follows: George E. Tillett, P.E., Project Manager HDR Engineering, Inc. 2211 South IH -35 Suite 300 Austin, Texas 78741 Telephone Number (512) 912-5186 Fax Number (512) 912-5158 Email Address George.Tillett@hdrinc.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the work, 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 work. 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 Engineer's services and work. Should City determine that the progress in production of work 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 work, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work 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. ARTICLE 10 SUSPENSION Should City desire to suspend the work, but not to terminate this Agreement, 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 work may be reinstated and resumed in full force and Rev. 4/1 /03 5 effect within sixty (60) days of receipt of written notice from City to resume the work. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If City suspends the work, the contract period as determined in Article 3 is not affected and this Agreement will terminate on the date specified unless this Agreement is amended indicating otherwise. City assumes no liability for work performed or costs incurred prior to the date authorized by City for Engineer to begin work, and/or during periods when work is suspended, and/or subsequent to the contract completion date. Engineer's compensation will be equitably adjusted in the event its costs increase due to suspension and resumption of the work by the City, or other delay not caused by HDR. ARTICLE 11 ADDITIONAL WORK If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Agreement 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 Agreement will be executed between the parties as provided in Article 13 entitled "Supplemental Agreements." Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Agreement. 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 work authorized in this Agreement or any amendments thereto. ARTICLE 12 CHANGES IN WORK If City deems it necessary to request changes to previously satisfactorily completed work or parts thereof which involve changes to the original scope of services or character of work under this Agreement, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional work and paid for as specified under Article 11 entitled "Additional Work." Engineer shall make revisions to work 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 work. ARTICLE 13 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement if City determines that there has been a significant change in (1) the scope, complexity or character of the service to be performed, or (2) the duration of the work. Any such Supplemental Agreement must be duly authorized by City Council Resolution. Where such City Council authorization is required, Engineer shall not proceed until the appropriate Resolution has been adopted. Additional Rev. 4/1/03 6 compensation, if appropriate, shall be identified as provided in Article 4 entitled "Compensation." Both parties must execute any written Supplemental Agreement within the contract period specified in Article 3 entitled "Contract Term." It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until City grants full execution of the written Supplemental Agreement and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory work 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 Agreement 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 Agreement. Engineer, at his/her/its own expense, may retain copies of such documents or any other data which he/she/it has furnished City under this Agreement. Any release of information shall be in conformance with requirements of the Texas Open Records Act. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at his/her/its own expense, quarters for the performance of all services, and adequate and sufficient personnel and equipment to perform the 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 work shall immediately be removed from association with the project when so instructed by City. Engineer certifies that he/she/it presently has adequate qualified personnel in his/her/its employment for performance of the services required under this Agreement, 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 work under this Agreement without prior written approval from City. All subcontracts shall include the provisions required in this Agreement and shall be approved as to form, in writing, by City prior to work being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Agreement. Rev. 4/1/03 7 ARTICLE 17 EVALUATION OF WORK City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the work 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 Agreement, 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 Agreement may be terminated before the stated termination date by any of the following conditions. (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 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 services and obligations described herein. Should City terminate this Agreement 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 work performed by Engineer prior to termination, City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should City terminate Rev. 4/1/03 8 this Agreement under Subsection (4) immediately 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 Agreement or if City terminates this Agreement for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the work to the date of default, the amount of work required which was satisfactorily completed to date of default, the value of the work which is usable to City, the cost to City of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to City of the work performed at the time of default. The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Agreement, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Agreement is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the work 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 int support of the scope of services under this Agreement. 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 Agreement, 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 professional services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the 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 Agreement, which are caused by or which result from the negligent error, omission, or act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Rev. 4/1/03 9 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its work 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 or for clarification of any ambiguities until after the construction phase of the project has been completed. "Errors" and "omissions" as the terms are used in this Article shall mean violations of the standard of performance contained in Article 33, section 4, of this Agreement." 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 Agreement, 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 Agreement. For breach or violation of this warranty, City reserves and shall have the right to annul this Agreement without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (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 Agreement is in effect professional liability insurance coverage in the minimum amount Rev. 4/1/03 10 of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. City shall me an additional insured on Engineer's insurance policies other than professional liability and worker's compensation. For the purposes of this paragraph, he term "City" shall include all authorities, boards, commissions, departments, and officers of City and the individual members and employees thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Agreement to maintain during the term of this Agreement, 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 Agreement, 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 or equivalent conditions by endorsement to the policy: 1. Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal orreduction 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 2. 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. Rev. 4/1/03 11 ARTICLE 28 SUCCESSORS AND ASSIGNS This Agreement 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 Agreement, 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 Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Agreement 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 Agreement 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 Agreement. ARTICLE 32 NOTICES All notices to either party by the other required under this Agreement 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 12 Rev. 4/1/03 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: George E. Tillett, P.E. HDR Engineering Inc. 2211 South IH -35 Suite 300 Austin, Texas 78741 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 services for each phase of this Agreement within the agreed Work Schedule may constitute a material breach of this Agreement. 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 Agreement and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform accordingly, City may 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 Agreement 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 Agreement 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 Agreement 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 Agreement 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 36 herein, Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's 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 Rev. 4/1/03 13 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. This provision does not relieve Engineer of its obligation to render judgments about probable cost using the standard of care described in the preceding paragraph. (6) Opinions and Determinations. This Agreement shall not permit any opinion, judgment, approval, review, or determination of either party hereto 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 Agreement and that he/she has full and complete authority to enter into this Agreement on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Agreement. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same on its behalf by Resolution No. , approved by the City Council on the day of the month of , 2003, and Engineer, HDR Engineering, Inc., signing by and through his/her/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: Nyle Maxwell, Mayor ATTEST: By: Christine Martinez, City Secretary HDR ENGINEE By: NG, INC.: Executive Vice Pre ident Printed Name: James K. (Ken) Haney, P.E. 14 Rev. 4/1/03 LIST OF EXHIBITS ATTACHED (1) Exhibit A "Services to be Performed by City" (2) Exhibit B "Services to be Performed by Engineer" (3) Exhibit C "Work Schedule" (4) Exhibit D "Fee Schedule" (5) Exhibit E "Certificates of Insurance" 15 Rev. 4/1/03 EXHIBIT A SERVICES TO BE PROVIDED BY THE CITY OF ROUND ROCK The City of Round Rock will furnish to the Engineer the following items/information: 1. The City will provide a digital aerial photo of the project area. 2. The City will provide electronic drawings of the proposed developments within the project limits. 3. The City will provide ROW information along the proposed project. 4. The City will provide Plans for the upgrade of US 79. 5. The City will provide review and approval of the Arterial A schematic and UPRR design plans. 6. The City will provide all permitting UPRR and governmental agencies. Rev. 4/1 /03 16 EXHIBIT B SERVICES TO BE PROVIDED BY THE ENGINEER The work to be performed under this contract shall consist of completing the following items/information between US 79 and Chandler Creek along Arterial A: HDR Engineering, Inc. 1. Complete final design of a single track prestressed concrete beam UPRR Underpass bridge. 2. Complete design of the UPRR shoe -fly track at Arterial A. 3. Identify required ROW between US 79 and Chandler Creek. 4. Provide ROW limits for ROW identification and documentation. 5. Provide project coordination with SAM, Inc., City, TxDOT and US 79 Design Engineer. Survey — SAM, Inc. 1. Complete additional UPRR track survey. 2. Locate existing property boundaries in order to create ROW document for ROW acquisition. 3. Locate Arterial A dedicated ROW and US 79 ROW markers as set by the US 79 design engineer surveyor. 4. Provide property boundary surveys. 5. Obtain right of entry to properties. 6. Provide ROW document for ROW acquisition. Fugro South 1. Complete Geotechnical report and recommendations. As per UPRR comments on the preliminary design and schematics, the superstructure type shall be revised from concrete girders to steel beams. The work to be performed under this supplemental agreement shall consist of providing the following items/information related to this revision: HDR Engineering, Inc. scope due to UPRR Steel Bridge Request 1. Revise Railroad Exhibit and Bridge Layout to reflect superstructure change. 2. Perform preliminary structural design for the steel beams (50' and 60' spans). 3. Perform final design and revise contract documents as necessary for the steel superstructure. 4. Revise profile and cross-sections due to the decrease in the structural depth of the steel superstructure. Rev. 4/1/03 17 EXHIBIT C WORK SCHEDULE See attached Microsoft Schedules for work to be performed. Rev. 4/1/03 18 0 'o _a a 8 B 1 1. 0 a a N. ; ". I- �L ILL ,gC LL� ! F F ,cv CV 14 Q N N C 2 13 17- LT - 2 i i' q y N g N NQQ LL 1 LL IO 03 a C O $ iLL ILL LL 'LL 3i 01 CV Q Q g N • CN N § N N N N r 3 3 2 g 8• 8 a 'j 4 a :o ::N N i.M 0. - CV V CO m CO O h CO m ✓ • o 0 0 5 5 1 N g LL LL 5 S rc y 8 Ig 1_g m o cc m m▪ m A o Ad. i cc I 3 I3 o 172 g EL` 88 1� 1Rm' m U 1r e it o.. D £ Ij IU io CV LL Q a g m 8 9 o a o .Q LL • LL a o mV. qqn 9. V. V. V. V. S. v v V i� V 9 '.O E a o o la o q) 31 SO% Bridge design City of Round Rock Review n1 1 1 Print Date: Wed 8/27/03 0 4J E e a cc CL CC Cr a a r a E e 2 w z i F- N Print Date: Wed 8/27/03 • £§ 0 n m 0 rc 1 Print Date: Wed 8/27/03 E 0 '5 0 a 8 8 z 0 a 5 01 a a V IV V. V g ;a 4 g 14 g 4 4 g g ri g 'go 03 = I -Q 3 Lo 8 — 8 g 1"' I gct ;5. z 914. 0ti ± !V ICS V 0 0 I - VINO' ‘4 ig ci 12 2 ° 2 2 • g 2 f. IF. 15 L LL IL LL g :IL IL U. LL IL LL IL pgN 'N IN IN N • N —TN N CI g g ig Ig !'S g gg g 'g P. 5 § g 5 17 17 g1:4 F. 5 § g 11 ill 1e 4 I 11 . g. 11' 13 pi 0 0 I — , '43 4 4 8 2' 6 5 g 76' 1-3 t 8 0I ; ? 555 0. a. D D t CC rt .1 , ; 12 Cc' I '12 re iv. ati 5,1 11 Eo . o S 0 ix • t , it ,§ § =-Efo.loEs-o-26]. '6 re 8 ve ct 03 —0 re ? 6▪ .• 1.S-8 (3 ;-86-S-Fit3-S-oSkt pl 3 A ts,.L g g r„.1 A A ter,' 1 A a I Print Date: Wed 8/27/03 EXHIBIT D FEE SCHEDULE Manhour Summary Project Name: UPRR Underpass — Arterial "A" Consultant: HDR Engineering, Inc. Tasks Hours for the Right -Of -Way Coordination and Exhibits Total Project Principal PM/Senior Engineer Engineer Drafter / Technician Steno / Clerical Project Administration 8 24 16 0 16 64 ROW Determination 2 8 16 24 0 50 Total Hours 10 32 32 24 16 114 Tasks Hours for the UPRR Steel Bridge Request Total Project Principal PM/Senior Engineer Engineer Drafter / Technician Steno / Clerical Revise RR Exhibit and Bridge Layout 2 6 2 4 0 14 Preliminary Beam Design 2 4 8 0 0 14 Bridge Layout 2 4 0 8 0 14 Girder Design & Details 8 64 32 68 0 172 QC Reviews 8 4 0 0 0 12 Revise Profile 0 2 6 0 0 8 Revise Cross -Sections 0 4 12 0 0 16 Total Hours 22 88 60 80 0 250 Rev. 4/1 /03 23 Fee Summary Project Name: UPRR Underpass — Arterial "A" Contract Consultant: HDR Engineering, Inc. Fee for Right -of -Way Coordination and Exhibits Cost Component, Hours Contract Design (Lump Sum) Total Hours Project Principal 10 10 Project Manager/Senior Engineer 32 32 Design Engineer 32 32 CADD Technician 24 24 Clerical/Steno 16 16 Total Hours 114 114 Cost Component, Dollars Rate Project Principal $236 $2,358 $2,358 Project Manager/Senior Engineer $151 $4,833 $4,833 Design Engineer $117 $3,748 $3,748 CADD Technician $77 $1,849 $1,849 Clerical/Steno $55 $888 $888 Labor Dollars $13,675 $13,675 Engr computers @ $10/hr $10 $336 $336 CARD @ $15/hr $15 $1,080 $1,080 Phone, Fax, Postage $50 $50 Travel Expenses $100 $100 Printing $120 $120 Subtotal TOTAL EXPENSES W/10% markup Survey $120 $120 $1,855 $10,000 !TOTAL FEE $25,529 Survey Direct Labor Indirect Costs Direct Costs Profit @ 12% Total HDR Fee 24 $10,000 $4,437 $7,773 $1,855 $1,465 $15,529 Rev. 4/1/03 Fee for UPRR Steel Bridge Request Cost Component, Hours Contract Design (Lump Sum) Total Hours Project Principal 22 22 Project Manager/Senior Engineer 88 88 Design Engineer 60 60 CADD Technician 80 80 Clerical/Steno 0 0 Total Hours 250 250 Cost Component, Dollars Rate Project Principal $236 $5,187 $5,187 Project Manager/Senior Engineer $151 $13,290 $13,290 Design Engineer $117 $7,027 $7,027 CADD Technician $77 $6,164 $6,164 Clerical/Steno $55 $0 $0 Labor Dollars $31,668 $31,668 Eng computers @ $10/hr $10 $880 $880 CADD @ $15/hr $15 $2,100 $2,100 Phone, Fax, Postage $0 $0 Travel Expenses $0 $0 Printing $0 $0 Subtotal TOTAL EXPENSES W/10% markup $2,980 $2,980 $3,278 1TOTAL FEE $34,9461 Direct Labor Indirect Costs Direct Costs Profit @ 12% Total HDR Fee 25 $10,275 $18,000 $3,278 $3,393 $34,946 Rev. 4/1/03 Total Fee Summary Lump Sum Fee $311,415 Less Previously Billed Lump Sum $222,477 Plus Additional Lump Sum (ROW -HDR) $15,530 Plus Additional Lump Sum (UPRR-HDR) $34,946 Total Lump Sum Fee $139,414 Hourly Fee Less Previously Billed Hourly Fee Plus Additional Hourly Fee (ROW -Survey) Total Hourly Fee 26 $67,950.00 $51,069.92 $10,000.00 $26,880.08 Rev. 4/1/03 EXHIBIT E CERTIFICATES OF INSURANCE Rev. 4/1/03 27 f CERTIFICATE OF LIABILITY INSURANCE PRODUCER Lockton Companies 444 W. 47th Street, Ste 900 Kansas City, MO 64112-1906 INSURED HDR Engineering, Inc. 8404 Indian Hills Drive TIffcNERTIF'Y THAT the Insured business operations hereinafter described, standard policies used by the companies, below. A Date: 6/3/03 COMPANIES AFFORDING COVERAGE Zurich American Ins Co — 0.P., KS B American Guarantee & Liab (Zurich) C Sentry Ins. Co. D Continental Cas (V.O. Schinnerer) E Ohio Casualty Group (Prof Risk) named above is insured by the Companies listed above with respect to the for the types of insurance and in accordance with the provisions of the and further hereinafter described. Exceptions to the policies are noted CO TYPE OF INSURANCE POLICY E1e1F'ECTIVE EXPIRATION LIMITS LTR NUMBER DATE DATE GENERAL LIABILITY A GL03504583 6/1/03 B E BX052852174 6/1/03 6/1/04 AUTOMOBILE LIABILITY EXCESS LIABILITY 6/1/04 GENERAL AGGREGATE PRODUCTS-COMP/OP AGG. PERSONAL & ADV. INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 MED. EXPENSE (Any one person) $ 5,000 BAP3504584 BAP3504585 6/1/03 6/1/04 TAP3504586 COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ 1, 000,000 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (excludes professional liab) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY C 90-14910-01 6/1/03 6/1/04 PROFESSIONAL LIABILITY D EACH OCCURRENCE AGGREGATE STATUTORY LIMITS EACH ACCIDENT DISEASE - POLICY LIMIT DISEASE - EACH EMPLOYEE $1,000,000 $1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 PLN113978408 6/1/03 6/1/04 Per Claim: $1,000,000 Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS/EXCEPTIONS Design Services for Arterial A UPRR Underpass and Shoe—fly track. 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 issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE the expiration date threof, the CERTIFICATE HOLDER: City Manager City of Round Rock SIGNA 221 E. Main Street Round Rock, Texas 78664 Cert of Incur COR R dL-Gert-of-;nm 10/2002 10I T ame: Title: OF AUTHORIZED PRESENTATIVE Grover Simpson President EXHIBIT - Revised • ACORM CERTIFICATE OF LIABILITY INSURANCE, 06/01/2004 DATE (MM/DD/YY) 06/03/2003 PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City Mo 64112-1906 (816) 960-9000 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED HDR ENGINEERING, INC. 1013472 ATTN: LOUIS J. PACHMAN 8404 INDIAN HILLS DRIVE OMAHA, NE 68114-4049 I INSURERA: ZURICH AMERICAN INS CO - O.P. KS INSURER B : AMERICAN GUARANTEE & LTAB (ZURICH) INSURERC: SENTRY TNST TRANCE COMPANY INSURERD: CONTINENTAT CAS (V 0 SCHTNNERER) INSURER • OHIO CASTIAT.TY 0RCTTP (PROF RISK) COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IIN SR TR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE nATF (MMfNYYI POLICY EXPIRATION nATF (MM/nIUYYI UMIT A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY GL03504583 06/01/2003 06/01/2004 EACH OCCURRENCE S 1000.000 X FIRE DAMAGE (Any ane Are) $ 1,000,000 CLAIMS MADE X OCCUR MED EXP (Any one person) S 5,000 PERSONAL & ADV INJURY $ 1,000,000 $ 1,000,000 GENERAL AGGREGATE GENT_ AGGREGATE LIMIT APPLIES��PER:PRODUCTS - COMP/OP AGG $ 1,000,000 7 POLICY 1 5 I P LOC B AUTOMOBILE LIABILITY ANY AUTOBAP3504584 ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS BAP3504585 TAP3504586 06/01/2003 06/01/2004 COMBINED SINGLE LIMIT (Ea accident) i 1,000,000 X BODILY INJURY (Per person) $ XXXXXXX X BODILY INJURY (Per accident) $ XXXXXXX X PROPERTY DAMAGE (Per accident) $ XXXXXXX GARAGE LIABILITY ANY AUTO NOT APPLICABLE AUTO ONLY - EA ACCIDENT $ XXXXXXX OTHER THAN EA ACC $ XXXXXXX AUTO ONLY: AGG $ XXXXXXX E EXCESS LIABILITY BX052852174 PROF. LTAB) 06/01/2003 06/01/2004 EACH OCCURRENCE $ 1,000,000 X IOCCUR CLAIMS MADE AGGREGATE $ 1,000,000 s XXXXXXX X UMBRELLA(EXCLUDES DEDUCTIBLE FORM S XXXXXXX RETENTION S S XXXXXXX C WORKERS COMPENSATION AND EMPLOYERS' EMPLOYERS' LIABILITY 90-14910-01 06/01/2003 06/01/2004 - X WC STATU-s 1PTH- 12r EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L DISEASE - POLICY LIMIT $ 1,000,000 D OTHER ARCHS & ENGS PROFESSIONAL LIABILITY PLN113978408 06/01/2003 06/01/2004 PER CLAIM: S1,000,000. AGG: $1,000,000. DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: DESIGN SERVICES FOR ARTERIAL A UPRR UNDERPASS AND SHOE -FLY TRACK. I ERTIFICATE HOLDER 1773155 CITY OF ROUND ROCK ATTN: CITY MANAGER 221 EAST MAIN STREET ROUND ROCK TX 78664 ACORD 25-8 (7/97) ADDITIONAL INSURED: INSURER LETTER: SANCELLATION IM55291 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL GNOSAVOR-TO MAIL _311_ DAYS WRRTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, • AUTHORED REPRESENTATIVE ACORD C PORATION 1988 J� rL I u:;� ��V� I _. _I i rim' - Ham' ITL • N S E 1 I; J Arterial "A" i rte ( Council 5-10-01Ap DATE: September 19, 2003 SUBJECT: City Council Meeting - September 25, 2003 ITEM: 14.6.1. Consider a resolution authorizing the Mayor to execute an Agreement for Engineering services with HDR Engineering, Inc. for Arterial A between US 79 and Chandler Creek. Resource: Tom Word, Chief of Public Works Operations Bill Stablein, Construction Coordinator History: This agreement will provide for the completion of a revised design from concrete girder bridge to steel beam super structure bridge for the Union Pacific Railroad (UPRR) Underpass Bridge, completion of the design of the UPRR shoe -fly track at Arterial A, identification of ROW between US 79 and Chandler Creek, provision of ROW limits for ROW identification and documentation and project coordination with SAM, Inc., the City, the Texas Department of Transportation, and Carter -Burgess. Funding: Cost: $166,294.08 Source of funds: Transportation System Development Corporation (TCIP) Outside Resources: HDR Engineering, Inc. Impact/Benefit: Completion of design will provide layout of Arterial A around the improvements to US 79. Continuing construction of an arterial roadway as part of the master transportation plan, will provide safer and faster avenues into and out of Round Rock. Public Comment: N/A Sponsor: N/A EXECUTED DOCUMENT FOLLOWS ,,..115.11r1r—"---"d.ROUND ROCK, TEXAS PURPOSE: PASSION PROSPERITY. CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH HDR ENGINEERING, INC. FOR ARTERIAL A PROJECT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS AGREEMENT FOR ENGINEERING SERVICES ("Agreement") is made and entered into on this the day of the month of &9T: ARTICLE 1 SCOPE OF SERVICES TO BE PERFORMED BY CITY City shall perform or provide services as identified in Exhibit A entitled "Services to be Performed by City." ARTICLE 2 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform engineering services as identified in Exhibit B entitled "Services to be Performed by Engineer." Engineer shall develop a mutually acceptable schedule of work as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineer's Scope of Services under this Agreement 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 work performed. Should the Scope of Services or review times take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely request for additional time, which shall be subject to the approval of City, which approval shall not be unreasonably withheld. Any approved extension of time shall be through a written Supplement Agreement. ARTICLE 3 CONTRACT TERM (1) Term. The parties hereto acknowledge that it is anticipated the Engineer shall complete the engineering services described herein on or before the 31 day of August, 2004. If Engineer has not completed the engineering services by said date, and delay is caused by Engineer, then City shall have the right to terminate this Agreement upon written notice to Engineer. So long as the City elects not to terminate this Agreement, it shall continue from day to day until such time as the engineering services are completed. Any work 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 work under this Agreement will not be completed before the termination date. (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 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 on Article 2 herein. Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in a professional manner. (3) Notice to Proceed. After execution of this Agreement, Engineer shall not proceed with work delineated in Article 2 entitled "Scope of Services to be Performed by Engineer" and in Exhibit B entitled "Services to be Performed by Engineer" until authorized in writing by City to proceed as provided in Article 7 entitled "Notice to Proceed." Rev. 4/1/03 2 ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for all engineering services performed and to be performed under this Agreement. The amount payable under this Agreement, without modification of the Agreement as provided herein, is the lump sum payable of One Hundred Thirty Nine Thousand, Four Hundred Fourteen Dollars ($139,414.00) and an hourly fee in the amount of Twenty Six Thousand Eight Hundred Eighty Dollars and Eight cents ($26,880.08) as shown in Exhibit D entitled "Fee Schedule." The lump sum amount and hourly fee payable may be revised only by written Supplemental Agreement in the event of a change in scope, additional complexity from that originally anticipated, or change in character of work as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Services to be Performed by Engineer." Satisfactory progress of work shall be maintained as an absolute condition of payment. The fee herein referenced may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer for services rendered shall be made while work is 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 work 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 work tasks identified in Exhibit D entitled "Fee Schedule." Progress payments shall be made by City based upon work actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which, notwithstanding anything herein to the contrary, is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory work 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. Rev. 4/1/03 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 City receives the supplies, materials, equipment, or 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 the supplies, materials, equipment, or 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 to payments made by City 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 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 Agreement 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 City shall issue a written authorization to proceed with work identified in the Scope of Services. City shall not be responsible for actions by Engineer or any costs incurred by Engineer relating to additional work not included in Exhibit B entitled "Services to be Performed by Engineer." ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Agreement is as follows: Bill Stablein, Transportation Engineering Associate 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-5562 Fax Number (512) 218-3242 Email Address bstablein around-rock.tx.us 4 Rev. 4/1/03 City's Designated Representative shall be authorized to act on City's behalf with respect to this project. 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 Engineer's services. Engineer's Designated Representative for purposes of this Agreement is as follows: George E. Tillett, P.E., Project Manager HDR Engineering, Inc. 2211 South IH -35 Suite 300 Austin, Texas 78741 Telephone Number (512) 912-5186 Fax Number (512) 912-5158 Email Address George.Tillett@hdrinc.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the work, 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 work. 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 Engineer's services and work. Should City determine that the progress in production of work 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 work, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work 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. ARTICLE 10 SUSPENSION Should City desire to suspend the work, but not to terminate this Agreement, 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 work may be reinstated and resumed in full force and Rev. 4/1/03 5 effect within sixty (60) days of receipt of written notice from City to resume the work. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If City suspends the work, the contract period as determined in Article 3 is not affected and this Agreement will terminate on the date specified unless this Agreement is amended indicating otherwise. City assumes no liability for work performed or costs incurred prior to the date authorized by City for Engineer to begin work, and/or during periods when work is suspended, and/or subsequent to the contract completion date. Engineer's compensation will be equitably adjusted in the event its costs increase due to suspension and resumption of the work by the City, or other delay not caused by HDR. ARTICLE 11 ADDITIONAL WORK If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Agreement 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 Agreement will be executed between the parties as provided in Article 13 entitled "Supplemental Agreements." Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Agreement. 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 work authorized in this Agreement or any amendments thereto. ARTICLE 12 CHANGES IN WORK If City deems it necessary to request changes to previously satisfactorily completed work or parts thereof which involve changes to the original scope of services or character of work under this Agreement, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional work and paid for as specified under Article 11 entitled "Additional Work." Engineer shall make revisions to work 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 work. ARTICLE 13 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement if City determines that there has been a significant change in (1) the scope, complexity or character of the service to be performed, or (2) the duration of the work. Any such Supplemental Agreement must be duly authorized by City Council Resolution. Where such City Council authorization is required, Engineer shall not proceed until the appropriate Resolution has been adopted. Additional Rev. 4/1 /03 6 compensation, if appropriate, shall be identified as provided in Article 4 entitled "Compensation." Both parties must execute any written Supplemental Agreement within the contract period specified in Article 3 entitled "Contract Term." It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until City grants full execution of the written Supplemental Agreement and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory work 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 Agreement 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 Agreement. Engineer, at his/her/its own expense, may retain copies of such documents or any other data which he/she/it has furnished City under this Agreement. Any release of information shall be in conformance with requirements of the Texas Open Records Act. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at his/her/its own expense, quarters for the performance of all services, and adequate and sufficient personnel and equipment to perform the 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 work shall immediately be removed from association with the project when so instructed by City. Engineer certifies that he/she/it presently has adequate qualified personnel in his/her/its employment for performance of the services required under this Agreement, 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 work under this Agreement without prior written approval from City. All subcontracts shall include the provisions required in this Agreement and shall be approved as to form, in writing, by City prior to work being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Agreement. Rev. 4/1/03 7 ARTICLE 17 EVALUATION OF WORK City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the work 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 Agreement, 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 Agreement may be terminated before the stated termination date by any of the following conditions. (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 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 services and obligations described herein. Should City terminate this Agreement 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 work performed by Engineer prior to termination, City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should City terminate Rev. 4/1/03 8 this Agreement under Subsection (4) immediately 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 Agreement or if City terminates this Agreement for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the work to the date of default, the amount of work required which was satisfactorily completed to date of default, the value of the work which is usable to City, the cost to City of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to City of the work performed at the time of default. The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Agreement, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Agreement is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the work 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 scope of services under this Agreement. 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 Agreement, 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 professional services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the 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 Agreement, which are caused by or which result from the negligent error, omission, or act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Rev. 4/1/03 9 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its work 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 or for clarification of any ambiguities until after the construction phase of the project has been completed. "Errors" and "omissions" as the terms are used in this Article shall mean violations of the standard of performance contained in Article 33, section 4, of this Agreement." 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 Agreement, 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 Agreement. For breach or violation of this warranty, City reserves and shall have the right to annul this Agreement without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (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 Agreement is in effect professional liability insurance coverage in the minimum amount Rev. 4/1/03 10 of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. City shall me an additional insured on Engineer's insurance policies other than professional liability and worker's compensation. For the purposes of this paragraph, he term "City" shall include all authorities, boards, commissions, departments, and officers of City and the individual members and employees thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Agreement to maintain during the term of this Agreement, 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 Agreement, 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 or equivalent conditions by endorsement to the policy: 1. Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal orreduction 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 2. 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. Rev. 4/1 /03 11 ARTICLE 28 SUCCESSORS AND ASSIGNS This Agreement 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 Agreement, 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 Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Agreement 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 Agreement 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 Agreement. ARTICLE 32 NOTICES All notices to either party by the other required under this Agreement 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 12 Rev. 4/1/03 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: George E. Tillett, P.E. HDR Engineering Inc. 2211 South IH -35 Suite 300 Austin, Texas 78741 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 services for each phase of this Agreement within the agreed Work Schedule may constitute a material breach of this Agreement. 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 Agreement and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform accordingly, City may 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 Agreement 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 Agreement 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 Agreement 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 Agreement 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 36 herein, Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's 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 Rev. 4/1/03 13 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. This provision does not relieve Engineer of its obligation to render judgments about probable cost using the standard of care described in the preceding paragraph. (6) Opinions and Determinations. This Agreement shall not permit any opinion, judgment, approval, review, or determination of either party hereto 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 Agreement and that he/she has full and complete authority to enter into this Agreement on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Agreement. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same on its behalf by Resolution No. P-181 , approved by the City Council on the a,' day of the month of c.SC , 2003, and Engineer, HDR Engineering, Inc., signing by and through his/her/its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms . • • .rovisions hereof. CITY OF ' t U ► D RI4. .., / el �e69"w, 1 .yor By: J Christine Martinez, City Secretary HDR ENGINEE By: NG, INC.: Executive Vice Preident Printed Name: James K. (Ken) Haney, P.E. 14 Rev. 4/1 /03 LIST OF EXHIBITS ATTACHED (1) Exhibit A "Services to be Performed by City" (2) Exhibit B "Services to be Performed by Engineer" (3) Exhibit C "Work Schedule" (4) Exhibit D "Fee Schedule" (5) Exhibit E "Certificates of Insurance" Rev. 4/1/03 15 EXHIBIT A SERVICES TO BE PROVIDED BY THE CITY OF ROUND ROCK The City of Round Rock will furnish to the Engineer the following items/information: 1. The City will provide a digital aerial photo of the project area. 2. The City will provide electronic drawings of the proposed developments within the project limits. 3. The City will provide ROW information along the proposed project. 4. The City will provide Plans for the upgrade of US 79. 5. The City will provide review and approval of the Arterial A schematic and UPRR design plans. 6. The City will provide all permitting UPRR and governmental agencies. Rev. 4/1/03 16 EXHIBIT B SERVICES TO BE PROVIDED BY THE ENGINEER The work to be performed under this contract shall consist of completing the following items/information between US 79 and Chandler Creek along Arterial A: HDR Engineering, Inc. 1. Complete final design of a single track prestressed concrete beam UPRR Underpass bridge. 2. Complete design of the UPRR shoe -fly track at Arterial A. 3. Identify required ROW between US 79 and Chandler Creek. 4. Provide ROW limits for ROW identification and documentation. 5. Provide project coordination with SAM, Inc., City, TxDOT and US 79 Design Engineer. Survey — SAM, Inc. 1. Complete additional UPRR track survey. 2. Locate existing property boundaries in order to create ROW document for ROW acquisition. 3. Locate Arterial A dedicated ROW and US 79 ROW markers as set by the US 79 design engineer surveyor. 4. Provide property boundary surveys. 5. Obtain right of entry to properties. 6. Provide ROW document for ROW acquisition. Fugro South 1. Complete Geotechnical report and recommendations. As per UPRR comments on the preliminary design and schematics, the superstructure type shall be revised from concrete girders to steel beams. The work to be performed under this supplemental agreement shall consist of providing the following items/information related to this revision: HDR Engineering, Inc. scope due to UPRR Steel Bridge Request 1. Revise Railroad Exhibit and Bridge Layout to reflect superstructure change. 2. Perform preliminary structural design for the steel beams (50' and 60' spans). 3. Perform final design and revise contract documents as necessary for the steel superstructure. 4. Revise profile and cross-sections due to the decrease in the structural depth of the steel superstructure. Rev. 4/1/03 17 • EXHIBIT C WORK SCHEDULE See attached Microsoft Schedules for work to be performed. Rev. 4/1/03 18 9 co E 0 Notice To Proceed Client Coordination Sub Contract Admin Subconsultant Notice to Proceed City of Round Rock Aerial Preparation Apply for UPRR Right of Entry Schematic Survey Mobilization Obtain Right of Entry 1=18 'a 82 g a a a 3 ! 3 3 N N N es1 N 0 0 00 0 FZ: a a a g ;Z. 2 8 2 3 3 1- 3 4; a 2 4:1 2. 2' 2' .0 "0 .0 00000 N C008,1. E X 5 g 08 g. a 5 03 -o = d 0 0 to o rc2 CO' N IN 2 2 m 1 co., , - m ,9g i g51z =-: 1 g 8rsz 24 F- 4 t g itif. if. ,if. if Y. ;if 1- ' I ,....„ 0 _er, 2 2 .2 E,_' .F?, `6! •2 . N C4 ‘0' !D 2 2 ' a 1 1,IF 11.= 1. .- o .4 13 i, o ,- (s1 N t-0-1 0 1E1 5 1 2 -2 2 5 1 5 o -* •- •-• OA : 255 ; - - i--' •.= .;. g ) g g I I g 2' ,i iq', ''. 51. 2 1 i 1 43 43 1 i -3' ‘o(l. ‘0`"'s l' F., .,, J. to 1 t , . I E° ,t `k! a E 'S re re 1 'i a T. 4 °-E og & '2 8 T, ,7. -7, 1 ,i 1, Iii I 1 j i I , 3 = cc m § rre.e.cc• e a co (.7) tt • D 8S -080n8 8 rc..3 '<1.3 c9 8 UPRR Review Final Plans and Mylars Rolled Up Split .1 E E Rolled Up Task 1 2 t°' Print Date: Wed 8/27/03 1 1 1 0 0: Print Date: Wed 8/27/03 - m g • g E Print Date: Wed 8/27/03 2 V) E 2 0 • Orn • 1 O N O O N O N m 3 0 ;3 N N N N O O ^ IH a 0a ao a 0 n NNNjNNO NNNNN O O O M M M OA CO M Oy O v I 33 3 3 FE , LL LL g LL E LLE LL LL. LL fLL LL 2 LE ;IE lL w ny EN N g n a rn m rn o N a 5 n e ~~LL H > } rnN O O ' aC 0 OO OON IN N M'S N A 0 O ^ OO O_- O O ON NOIO ONOONNNNOONOM M212 N O 'j E LL• LLn• ' ;3 Io 0 3 A a oIp a A AeVS c o' N_ a 5 F. OE lE .LL Lm FH CC = C 5 C O Q 1; m !� T T T T>. T g, g, m T.... W iT W:T .m N...T T.. N a v v a a m m W W W W W m T" ry@ W N N A T T T T T T a a 9 a a 9 V W W 1 �O N m W W 9 9 9 a 9 9 O 9 9 a a a 9 a 9 D O V 9 'N "' M V N O NO O ' O S ' N y N :2 N 2 N 8, O O V 'O O O V'O 0 Sub Contract Admin Subconsultant Notice to Proceed M V City of Round Rock Review go Q a m m 3 ci O K• d• d a m Em cU v x x ri 3 O . cr rnc 3a K m aKdWpdVou)m m . "8 E LL a 7 U `Sc U iD 0 :7 'gi U 7 !3 NN N 2 2 '.A 2 2 m M 8 M 2 2 8 UPRR Review Final Plans and Mylars r C a 0 I [ • r W E 'n E m - a E6 co T,,' 50 50 E 0 w Rolled Up Split .1 1 I Print Date: Wed 8/27/03 EXHIBIT D FEE SCHEDULE Manhour Summary Project Name: UPRR Underpass — Arterial "A" Consultant: HDR Engineering, Inc. Total 64 50 114 Tasks Tasks Hours for the Right -Of -Way Coordination and Exhibits Project Principal PM/Senior Engineer Engineer Drafter / Technician Steno / Clerical Project Administration 8 24 16 0 16 0 14 ROW Determination 2 8 16 24 0 8 0 0 14 Total Hours 10 32 32 24 16 Total 64 50 114 Tasks Hours for the UPRR Steel Bridge Request Project Principal PM/Senior Engineer Engineer Drafter / Technician Steno / Clerical Total Revise RR Exhibit and Bridge Layout 2 6 2 4 0 14 Preliminary Beam Design 2 4 8 0 0 14 Bridge Layout 2 4 0 8 0 14 Girder Design & Details 8 64 32 68 0 172 QC Reviews 8 4 0 0 0 12 Revise Profile 0 2 6 0 0 8 Revise Cross -Sections 0 4 12 0 0 16 Total Hours 22 88 60 80 0 250 Rev. 4/1/03 23 Fee Summary Project Name: UPRR Underpass — Arterial "A" Contract Consultant: HDR Engineering, Inc. Fee for Right -of -Way Coordination and Exhibits Cost Component, Hours Contract Design (Lump Sum) Total Hours Project Principal 10 10 Project Manager/Senior Engineer 32 32 Design Engineer 32 32 CADD Technician 24 24 Clerical/Steno 16 16 Total Hours 114 114 Cost Component, Dollars Rate Project Principal $236 $2,358 $2,358 Project Manager/Senior Engineer $151 $4,833 $4,833 Design Engineer $117 $3,748 $3,748 CADD Technician $77 $1,849 $1,849 Clerical/Steno $55 $888 $888 Labor Dollars $13,675 $13,675 Engr computers @ $10/hr $10 $336 $336 CADD @ $15/hr $15 $1,080 $1,080 Phone, Fax, Postage $50 $50 Travel Expenses $100 $100 Printing $120 $120 Subtotal TOTAL EXPENSES W/10% markup Survey $120 $120 $1,855 $10,000 'TOTAL FEE $25,529 Survey Direct Labor Indirect Costs Direct Costs Profit @ 12% Total HDR Fee 24 $10,000 $4,437 $7,773 $1,855 $1,465 $15,529 Rev. 4/1 /03 Fee for UPRR Steel Bridge Request Cost Component, Hours Contract Design Total Hours (Lump Sum) Project Principal 22 22 Project Manager/Senior Engineer 88 88 Design Engineer 60 60 CADD Technician 80 80 Clerical/Steno 0 0 Total Hours 250 250 Cost Component, Dollars Rate Project Principal $236 $5,187 $5,187 Project Manager/Senior Engineer $151 $13,290 $13,290 Design Engineer $117 $7,027 $7,027 CADD Technician $77 $6,164 $6,164 Clerical/Steno $55 $0 $0 Labor Dollars $31,668 $31,668 Engr computers @ $10/hr $10 $880 $880 CADD @ $15/hr $15 $2,100 $2,100 Phone, Fax, Postage $0 $0 Travel Expenses $0 $0 Printing $0 $0 Subtotal TOTAL EXPENSES W/10% markup $2,980 $2,980 $3,278 JTOTAL FEE $34,946 Direct Labor Indirect Costs Direct Costs Profit @ 12% Total HDR Fee 25 $10,275 $18,000 $3,278 $3,393 $34,946 Rev. 4/1 /03 Total Fee Summary Lump Sum Fee $311,415 Less Previously Billed Lump Sum $222,477 Plus Additional Lump Sum (ROW -HDR) $15,530 Plus Additional Lump Sum (UPRR-HDR) $34,946 Total Lump Sum Fee $139,414 Hourly Fee Less Previously Billed Hourly Fee Plus Additional Hourly Fee (ROW -Survey) Total Hourly Fee 26 $67,950.00 $51,069.92 $10,000.00 $26,880.08 Rev. 4/1/03 EXHIBIT E CERTIFICATES OF INSURANCE Rev. 4/1 /03 27 • A • CERTIFICATE OF LIABILITY INSURANCE Date: 6/3/03 PRODUCER Lockton Companies 444 W. 47th Street, Ste 900 Kansas City, MO 64112-1906 INSURED HDR Engineering, Inc. 8404 Indian Hills Drive TO ERTIFY THAT the Insured business operations hereinafter described, standard policies used by the companies, below. A B C COMPANIES AFFORDING COVERAGE Zurich American Ins Co - 0.P., KS American Guarantee & Liab (Zurich) Sentry Ins. Co. D Continental Cas (V.O. Schinnerer) E Ohio Casualty Group (Prof Risk) named above is insured by the Companies listed above with respect to the for the types of insurance and in accordance with the provisions of the and further hereinafter described. Exceptions to the policies are noted CO TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION LTR NUMBER DATE DATE A B E BX052852174 6/1/03 6/1/04 GENERAL LIABILITY LIMITS AUTOMOBILE LIABILITY GL03504583 6/1/03 6/1/04 GENERAL AGGREGATE PRODUCTS-COMP/OP AGG. PERSONAL & ADV. INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED. EXPENSE (Any one person) $ $ 1,000,000 S 1,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 5,000 BAP3504584 BAP3504585 6/1/03 6/1/04 TAP3504586 EXCESS LIABILITY (excludes professional liab) COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ 1,000,000 C D WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY EACH OCCURRENCE AGGREGATE 90-14910-01 6/1/03 6/1/04 PROFESSIONAL LIABILITY STATUTORY LIMITS EACH ACCIDENT DISEASE - POLICY LIMIT DISEASE - EACH EMPLOYEE $ $ 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 PLN113978408 6/1/03 6/1/04 Per Claim: $1,000,000 Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS/EXCEPTIONS Design Services for Arterial A UPRR Underpass and Shoe -fly track. 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 thkreof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 Cert of fnsur CORR .docGert of Insur CORR I- 10/2002 SIGNA �'%'OF AUTHORIZED R PRESENTATIVE • Grover Simpson President EXHIBIT - Revised • Dn CERTIFICATE OF LIABILITY INSURANCE 06/01/2004 PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City Mo 64112-1906 (816) 960-9000 DATE (MM/DD/YY) 06/03/2003 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED 1013472 HDR ENGINEERING, INC. ATTN: LOUIS J. PACHMAN 8404 INDIAN HILLS DRIVE OMAHA, NE 68114-4049 INSURER A: ZURICH AMERICAN INS CO - O.P. KS COVERAGES SB INSURER B : AMERICAN GUARANTEE & LIAB (ZURICH) INSURER c: SENTRY INSURANCE COMPANY INSIJRERD: CONTINFNTAJ. CAS (VX) SCHINNERFR) INSEE: OHIO CASi1AT.TY (?ROi1P (PROF RISK) THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITR TYPE OF INSURANCE POLICY NUMBER A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: —1 POLICY X Fi 9 I JC 1 LOC GL03504583 POLICY EFFECTIVE DATE IMM/DD(YY1 06/01/2003 POLICY EXPIRATION DATE IMM/DD/YY) 06/01/2004 LIMITS EACH OCCURRENCE FIRE DAMAGE (Any one lire) MED EXP (My one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ 1,000.000 $ 1,000,000 $ 5 000 $ 1,000,000 $ 1,000,000 $ 1,000,000 B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS BAP3504584 BAP3504585 TAP3504586 06/01/2003 06/01/2004 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $ XXXXXXX GARAGE LIABILITY ANY AUTO NOT APPLICABLE AUTO ONLY - EA ACCIDENT $ XXXXXXX OTHER THAN AUTO ONLY: E C D EXCESS LIABILITY X I OCCUR CLAIMS MADE r!UMBRELLA DEDUCTIBLE 1 FORM RETENTION $ BX052852174 (EXCLUDES PROF. LIAB) 06/01/2003 06/01/2004 EA ACC AGG EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX $ 1,000,000 $ 1,000,000 $ XXXXXXX $ XXXXXXX WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OTHER ARCHS & ENGS PROFESSIONAL LIABILITY 90-14910-01 06/01/2003 06/01/2004 X WC STATU- T .DV LIMIT `l . OTH- CP $ XXXXXXX E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE PLN113978408 06/01/2003 DESCRIPTION OF OPERATIONS/LOCATIONS NEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: DESIGN SERVICES FOR ARTERIAL A UPRR UNDERPASS AND SHOE -FLY TRACK. 06/01/2004 E.L. DISEASE - POLICY LIMIT $ 1,000,000 $ 1,000,000 $ 1,000,000 PER CLAIM: 51,000,000. AGG: $1,000,000. CERTIFICATE HOLDER 1773155 CITY OF ROUND ROCK ATTN: CITY MANAGER 221 EAST MAIN STREET ROUND ROCK TX 78664 ACORD 25-8 (7/97) ADDITIONAL INSURED: INSURER LETTER _,_- CANCELLATION [M55291 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL SNDEAVOR- TO- MAIL _3.IL_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,IIIMT-FAILLAD-TO-DO-SO SHALL AUTHORIZED REPRESENTATIVE m ACORD C e ORATION 1988