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R-09-04-09-11C2 - 4/9/2009RESOLUTION NO. R -09-04-09-11C2 WHEREAS, the City of Round Rock desires to retain engineering services for the Due Diligence Analysis for the BCRUA's Deep Water Intake Facility Site Project, and WHEREAS, Jacobs Engineering Group, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with Jacobs Engineering Group, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Contract for Engineering Services with Jacobs Engineering Group, Inc. for the Due Diligence Analysis for the BCRUA's Deep Water Intake Facility Site Project, a copy of said contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the 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 9th day of April, 2009. -Y11 ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary 0:\WDOX\RESOLUTI\R90409C2.DOC/xmc CONTRACT FOR ENGINEERING SERVICES FIRM: JACOBS ENGINEERING GROUP, INC. ("Engineer") ADDRESS: 2705 Bee Cave Road, Suite 300, Austin, Texas 78746 PROJECT: Due Diligence Analysis for the BCRUA's Deep Water Intake Facility Site THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day of , 2009 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 "Round Rock"), the CITY OF CEDAR PARK, a Texas home -rule municipal corporation, whose offices are located at 600 North Bell Blvd., Cedar Park, Texas 78613, (hereinafter referred to as "Cedar Park"), the CITY OF LEANDER, a Texas home -rule municipal corporation, whose offices are located at 200 W. Willis St., Leander, Texas 78641 (hereinafter referred to as "Leander"), (all collectively referred to hereinafter as "Owners") and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement of services of professional engineers; and and WHEREAS, Owners and Engineer desire to contract for such professional engineering services; WHEREAS, Owners 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 Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. Engineering Services Contract File Name: Jacobs Engineering Group/155550 1 EXHIBIT nArr Rev. 04/06/05 ARTICLE 1 OWNERS' SERVICES Owners shall perform or provide services as identified in Exhibit A entitled "Owners' Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services," and in accordance with the Regional Water System Project Schedule ("Project Schedule") as identified in Exhibit C. Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit D entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by Owners and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the unanimous approval of the Owners. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then Owners shall have the right to terminate this Contract as set forth below in Article 20. So long as the Owners elect not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify Owners in writing as soon as possible if it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the Project will be commenced and completed in accordance with the Project Schedule and the Work Schedule. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by Owners to proceed as provided in Article 7. 2 ARTICLE 4 COMPENSATION Owners shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. Owners and Engineer agree that the Engineer's compensation will be paid by Owners in the following percentages: Round Rock: 38.56% Leander 47.26% Cedar Park 14.18% The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Two Hundred Twenty Nine Thousand, Seven Hundred Twenty Nine and No/100 Dollars ($229,729.00) as shown in Exhibit E. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by Owners. Engineer shall prepare and submit to Owners monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of Owners for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to Owners, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and two (2) copies of a certified invoice in a form acceptable to Owners, with the invoice cost allocated among the Owners in the percentages set forth in Article 4 above. This submittal shall also include a progress assessment report in a form acceptable to Owners. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit E. Progress payments shall be made by Owners based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, Owners shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to Owners, adequate and sufficient in its determination, that tasks were satisfactorily 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 its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which Owners receive a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between Owners 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 Owners from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to Owners in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. Owners shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the Owners have issued a written Notice to Proceed regarding such task. The Owners shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. 4 ARTICLE 8 PROJECT TEAM Owners' Designated Representatives for purposes of this Contract are as follows: CITY OF ROUND ROCK Jim Nuse 221 E. Main St. Round Rock, Texas 78664 Telephone Number: (512) 218-5401 Fax Number: (512) 218-7097 Email Address: jnuse@a,round-rock.tx.us CITY OF CEDAR PARK Brenda Eivens 600 North Bell Blvd. Cedar Park, Texas 78613 Telephone Number: (512) 401-5020 Fax Number: (512) 258-8602 Email Address: eivens@ci.cedar-park.tx.us CITY OF LEANDER Anthony `Riff' Johnson P.O. Box 319 Leander, Texas 78646 Telephone Number: (512) 528-2712 Fax Number: (512) 528-2831 Email Address: biff@ci.leander.tx.us Owners' Designated Representatives shall be authorized to act on Owners' behalf with respect to this Contract. Owners or Owners' Designated Representatives shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Owners may designate in writing alternate. Designated Representatives as they deem necessary or desirable. Engineer's Designated Representative for purposes of this Contract is as follows: Jacobs Engineering Group, Inc. Drew P. Hardin, P.E. Project Manager 2705 Bee Cave Road, Suite 300 Austin, Texas 78746 Telephone Number: (512) 314-3100 Fax Number: (512) 314-3156 Email Address: Drew.hardin@jacobs.com 5 ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with Owners at Owners' election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by Owners, in order for Owners to evaluate features of the Engineering Services. At the request of Owners or Engineer, conferences shall be provided at Engineer's office, the offices of Owners, or at other locations designated by Owners. When requested by Owners, such conferences shall also include evaluation of the Engineering Services. Should Owners determine that the progress in Engineering Services does not satisfy the Work Schedule, then Owners shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise Owners in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of Project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and Owners 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 Owners desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by Owners 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 all parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from Owners to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of all parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If Owners suspend the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. Owners assume no liability for Engineering Services performed or costs incurred prior to the date authorized by Owners for Engineer to begin Engineering Services, and/or during periods when Engineering Services are suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, it shall promptly notify Owners in writing. In the event Owners find that such work does constitute extra work and exceeds the maximum amount payable, Owners shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by all parties, of a written Supplemental Contract. Owners shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If Owners deem it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by Owners. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by Owners. No additional compensation shall be due for such Engineering Services. ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if Owners determine that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the Owners. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between all parties that Engineer shall make no claim for extra work done or materials furnished until the Owners authorize full execution of the written Supplemental Contract and authorization to proceed. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of Owners and shall be furnished to Owners upon request. All documents prepared by Engineer and all documents furnished to 7 Engineer by Owners shall be delivered to Owners upon completion or termination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished Owners under this Contract. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of Owners, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by Owners. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than Owners. Engineer may not change the Project Manager without prior written consent of Owners. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from Owners. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by Owners prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES Owners, or any of their authorized representatives, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which they are 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 Owners 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 written approval by Owners before any final report is issued. Owners' comments on Engineer's preliminary reports shall be addressed in any final report. 8 ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of all parties. (2) By Owners, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By Owners, for reasons of their own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should Owners terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, Owners shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should Owners terminate this Contract 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 Contract or if Owners terminate this Contract for fault on the part of Engineer, then Owners shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to Owners, the cost to Owners of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to Owners of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of Owners and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill its contractual obligations, then Owners may take 9 over the Project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to Owners for any additional and reasonable costs incurred by Owners. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish Owners with satisfactory proof of its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. Owners are 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 Owners and their officers and employees from all claims and liabilities due to activities of itself and its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold Owners harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by Owners in litigation or otherwise defending claims or liabilities which may be imposed on Owners as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. Owners shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. 10 ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to Owners 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 it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Owners reserve and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the Project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars ($1,000.000.00) per occurrence from a company authorized to do insurance business in Texas and otherwise acceptable to Owners. Engineer shall also notify Owners, within seventy-two (72) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. Owners shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 11 (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to Owners by certified mail to: City of Round Rock City Manager 221 East Main Street Round Rock, Texas 78664 City of Cedar Park City Manager 600 North Bell Blvd. Cedar Park, Texas 78613 City of Leander City Manager P.O. Box 319 Leander, Texas 78646 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by Owners, to any such future coverage, or to Owners' 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 Owners. Such Certificates of Insurance are evidenced as Exhibit F herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS Owners shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of Owners. Engineer agrees that this Contract may be assigned by Owners to a Local Government Corporation or similar entity created by the Owners. 12 ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the Project, and records of accounts between Owners and Engineer, shall be kept on a generally recognized accounting basis and shall be available to Owners or its authorized representatives at mutually convenient times. The Owners reserve the right to review all records they deem relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City of Round Rock: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 13 City of Cedar Park: City of Cedar Park Attention: City Manager 600 North Bell Blvd. Cedar Park, TX 78613 and to: Charles Rowland City Attorney 600 North Bell Blvd. Cedar Park, TX 78613 Leander: City of Leander Attention: City Manager P.O. Box 319 Leander, TX 78646 and to: Diana Granger Leander City Attorney 223 W. Anderson Lane, Suite A-105 Austin, TX 78752 Engineer: Jacobs Engineering Group, Inc. Attention: Drew P. Hardin, P.E. 2705 Bee Cave Road, Suite 300 Austin, Texas 78746 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for its delays or for failures to use its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to Owners due to Engineer's negligent failure to perform, Owners may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of Owners' additional legal rights or remedies. 14 (2) Force Majeure. Neither Owners nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Enginee'r's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing Owners to enter into this Contract. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed in their corporate name by their duly authorized representatives, thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. 15 CITY OF ROUND ROCK, TEXAS APPROVED AS TO FORM: By: Alan McGraw, Mayor Stephan L. Sheets, City Attorney ATTEST: By: Sara L. White, City Secretary 16 CITY OF CEDAR PARK, TEXAS APPROVED AS TO FORM: By: Robert S. Lemon, Mayor ATTEST: By: LeAnn Quinn, City Secretary 17 Charles Rowland, City Attorney CITY OF LEANDER, TEXAS APPROVED AS TO FORM: By: John Cowman, Mayor ATTEST: By: Debbie Haile, City Secretary Diana Granger, Attorney JACOBS ENGINEERING GROUP, INC. By: 1.�.-.- c-4 `. c-4At'OZ 7. a 6414 G.? , (Printed Narfie) ()ICC' P?L-3'/QLD Title) 19 LIST OF EXHIBITS ATTACHED (1) Exhibit A Owners Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance EXHIBIT A OWNERS SERVICES The following items shall be furnished by the OWNER to the ENGINEER. 1. Furnish any existing data, maps, reports, plans, etc. that may pertain to the project as requested by the ENGINEER. 2. Provide utility location services for all City owned utilities within the project boundaries as requested by the ENGINEER. 3. The Cities shall take the lead role in all environmental permitting efforts for this project. The ENGINEER and its subconsultant shall assist these efforts as directed by the Cities. This scope does not include effort for a Section 404 (Clean Water Act) Permit application or threatened and endangered species investigations. In the event this effort is warranted, we will request this as Additional Services. 4. Although OWNER reviews and comments may be generated by members of each city, the OWNER will make an effort to consolidate commits before presenting to the ENGINEER. 5. To meet the proposed schedules all OWNER reviews shall be timely. 6. The Cities will take the lead role in all Public Relations / Public Involvement efforts for this project. The ENGINEER shall assist these efforts as directed by the Cities. EXHIBIT B ENGINEERING SERVICES SCOPE OF WORK The objective of this scope of work is to perform engineering services for Phase 2 Deep Water Intake and Raw Water Pipeline for the BCRUA Regional Water system. Specific services included in this scope of work are described herein: A. Deep Water Intake — Due Diligence. Perform a Due Diligence Evaluation of the consolidated shaft tunnel intake for Deep Water Intake Site 4 and the Phase 2 Raw Water Pipeline, from the Deep Water Intake to the Phase 1 Raw Water Pipeline. 1. Project Management and Coordination a. Internal Meetings. Attend a total of four (4) meetings with Cities for the Project, including design oversight committee (DOC) meetings conducted by the Cities. JCB will not prepare the minutes of the meetings, but will review and comment on the minutes as provided by others. b. External Stakeholder Meetings. Attend a total of three (3) individual meetings with potential stakeholders. c. External Public 'Meetings. Attend and help conduct one (1) public meeting with Village of Volente. Help prepare meeting agenda, prepare presentation materials, and participate in public meetings as directed. d. Project Administration and Control — Manage overall scope, schedule, and budget of project and coordinate activities of sub -consultants. Coordinate with environmental and real estate professionals and provide supporting information as required. 2. Preliminary Geotechnical Investigation. Geotechnical Investigation. Provide a Preliminary Geologic Assessment of the Phase 2 pipeline route. This is a "desktop" survey based on existing Soil Conservation Service maps, TxDOT data and previous geotechnical reports supplied by the LCRA. The report will characterize area soil conditions and make recommendations for the location and spacing of future design related soil borings and testing parameters. 3. Floating Intake Feasibility Analysis — Evaluate the feasibility of constructing a 142 mgd floating intake for the deep water intake. Analysis will include identifying best location for the floating intake, approximate size, and the major intake constraints. An "order of magnitude" estimate of probable cost will be developed if the intake is deemed to be feasible. 4. Deep Water Intake — Due Diligence a. Make up to two (2) site visits to review, evaluate, and photograph Site 4. b. Evaluate pump station locations between Site 4 and Trails End Road assuming that tunneling would be utilized this entire distance. Sites will be identified strictly based on acreage requirements. A detailed layout of the pump station on these sites is not included in this scope of work. c. Prepare site-specific drawings in 2-D design for the consolidated shaft intake design concept on Site 4. In addition to the detailed site plan, facility plans, and sections, Page 1 of 3 two (2) sets of architectural elevations illustrating alternative architectural concepts will be provided. The site drawings will use existing aerial photographs and topography and bathymetric survey data. d. Identify anticipated operational (not construction) noise levels of the intake at different distances from the pump station site. e. Review the ordinances of the Village of Volente related to this type of project. List the ordinances that apply to the project and include copies of the ordinances as an appendix to the report. Provide an "order of magnitude" opinion of probable cost required to comply with ordinances that would significantly impact capital costs. f. Perform a constructability review through discussions with specialty contractors and internal experts. Specific areas of concern include the lake -tap and underwater construction elements. Based upon this review, construction cost estimate will be updated for the consolidated shaft tower intake at Site 4. g. Evaluate feasibility of the site to provide for an intake location that will comply with TCEQ Rules and Regulations for Public Water Systems. h. Based on available TCAD data, identify the need for any underwater easements from LCRA or other property owners. 5. Phase 2 Raw Water Pipeline — Due Diligence a. Evaluate up to four (4) alternative pipeline alignments which are anticipated to include the following: 1. Open -cut along Lime Creek Road. Will require a detailed look at the cost and feasibility of open -cut construction on Bernard Street and Lime Creek Road. 2a. Tunnel from Site 4 to Trails End Road with pump station at Site 4 2b. Tunnel from Site 4 to Trails End Road with pump station at alternative site. A detailed layout of the pump station will not be performed at the alternative site. 3. Combination tunnel and open -cut 4. Underwater pipeline up Sandy Creek channel. b. Develop a constraints map that shows all potential surface and subsurface impacts and conflicts including steep cross slopes, improved landscaping, stone fences, septic systems, wells, and homes. A constraints table will be developed from this map that quantifies the impacts associated with each route. c. Gather deed and plat information for Site 4 only. Property boundaries used for the alignment analysis will be based on available TCAD data. Deed and plat information for properties along the alignment will not be gathered for the alignment study. d. Identify and make recommendation of the construction techniques to be used for the pipeline, including methods of construction for proposed tunneling and boring operations along the proposed alignment. e. Evaluate proposed public and private utility crossings in conjunction with alternative alignments. f. Investigate location of septic fields for relevant properties along pipeline alignment and map these locations relative to the proposed location of the pipeline. g. Provide preliminary plan and profiles for preferred alignment and prepare estimate of probable cost based on previously prepared unit costs. h. In conjunction with BCRUA and DOC, make recommendation of preferred alignment based on considerations of cost, community impact (for example - quality of life impacts such as noise and traffic during construction, aesthetics of permanent appurtenances, etc.; and impacts to property such as number of easements required, fences that need to be removed, etc.), project risk (for example — permitting requirements, construction complexity, easement acquisition requirements, etc.) and environmental impact (for example — crossings of jurisdictional waters of the US, Page 2 of 3 construction within endangered species habitat, etc.). It is not anticipated that a decision analysis model will be created for this evaluation. 6. Due Diligence Report. Prepare a Due Diligence Report summarizing the results and recommendations. At a minimum the report should address: a. Organize and include the information developed in the previous sections. b. Recommend design requirements for the Deep Water Intake and Phase 2 Raw Water Pipeline. c. Identify all environmental constraints and permitting requirements. d. Prepare preliminary opinion of probable cost for the proposed alignment. e. Prepare a schedule for final design and construction. f. Furnish fifteen (15) copies of the draft report for review and distribution. g. Hold two (2) meetings with Cities to discuss review comments. h. Incorporate comments into final report and prepare fifteen (15) copies. B. Project Assumptions. The following assumptions and general understanding pertain to the provisions above and form the basis for this proposal: 1. This scope of work is predicated on evaluation of a consolidated shaft tunnel intake as described in the site evaluation study performed under Task Order 2. Evaluation of a tower intake may be completed as an additional service. 2. HDR will use data, drawings, and cost estimates prepared previously in the progress of this project. The pump station layout will be based on the detailed layout previously developed for a micro tunneled intake on Site 3. 3. This proposal does not include environmental consulting by outside sub -consultants, surveying of Site 4, or other services not specifically described herein. 4. Presentation graphics are limited to adaptations of graphics or figures prepared previously or as part of the above scope of work. Preparation of other, original materials may be included in the study as an additional service. 5. Completion of the Preliminary Design Report (PDR) is not included in this scope. A separate amendment of the engineering services agreement may be necessary to facilitate completion of the PDR upon completion of this study. END OF SCOPE Page 3 of 3 EXHIBIT C Work Schedule Attached Behind This Page Exhibit C - Work Schedule Due Diligence Analysis for the BCRUA's Deep Water Intake Facility Site _ . . - .1 Iv; ie. .... g.0 g . 0, - ' cv tt Z-1 Vi , P•-! ] iv. is..- ..., ig •,,, - - — - --- • — - - — — -' - — — .., .• -- — -L- .-- 4 ,•i — " L1L • ., *. i,,' •,: '•,: 'di.* ••,cg,n, .0. 11.0! •01 fn IQ) fa0 a 0 Ila, 3 f• la. 0) to 0 lo co i0 gIt — B i I a. -6 Z 1 la i 0 0 . la iz la, la. to lo I.- •tt- c...,..4 a 4, _ t›f> gi:"1i.!.:........•.:iiit. '3.gi CO !--H i t o, . 1 ' 0,- R ILI , ia, a ra (r 0 ta D: 0 i — 1. 10 - : la i i.i1;1ti.,....,.i.••.. ; , • 0 ,.F"- 0 0 a.- - _ = a g , • : . .. :a. a la , a. , ,0 t.c- i,- o eft > IT (5gg 11it11. 1 " i0 1 41 _= f 5 !a. 0 a ifs 'i,3 z*) 0) :a, 0 00 :— r a) 4) T 1 -.c.aI2-.-.), . 0 (0c, . , t =C t 0 Ao i. (a) f 8 !v: 10 1 3 1t1,:.,.•..i-.•1i,tv 0 0 co 0 0 to .i73!, 1 0 T 8 0 ZL0w0><o.a,5 II1I a c% 0 a c -7o a) a, 0 0 0 I>. :8 ,au, '°_03aS)f 0 10 Fa -l o 0) 0 a a) 0 T 8 a ,C1/_oL7-2.. . i0 :00 . .0- m t'.r., :0 is- o !;: 0 T a o 0 11:tI!i• !,. .. -rc . • , : a, isz -VI co 0 !a, 0 10 ii: 0 ,. "8 0. -0 , LO ..,Z: ' 0) ico .FC--.. . 0) t . i ico 0 :0 !a) le ICI 0 o ,. _c Iz0- 00 1; v 0) 0 a 5,1g 10) fa, 0 in r.,> 1Ii,iti ataCr2- T vfvaL__ 8 hr. W T ,iEi.•1 a 0 >. v „ _. 0 T. o o ee,.‘ir.0.0gn.t-), fiIt.lt',I....•.,,t E a • 111, , r , 1 , EXHIBIT D Fee Schedule Attached Behind This Page EXHIBIT D FEE SCHEDULE HOURLY SUMMARY Table 1 of 2 Evaluate Aerial Crossing, Pipe Size, Pipe Route Employee Hours Salary Direct Labor Cost Category PM 142 $71 $10,104 Sr. PE 193 $66 $12,815 PE 201 $52 $10,464 EIT 103 ' $29 $3,021 CADD Designer 150 $43 $6,485 RPLS 16 50 $800 Clerical/Acct 40 $24 $960 Subtotal $44,629 Phase MAXIMUM COST Table 2 of 2 LABOR COST Labor Overhead Total -Labor Fixed Fee- Total Cost Percent Plus Overhead Percent Phase 2 — Deep $44,629 125.9% $100,817 15% $115,939 Intake Due Diligence DIRECT COST Expense Rate Quantity Total Sub Consultants $110,740 1 $110,740 Expenses Miscellaneous $200 1 Job $200 Printing $3,929 1 Job $2,479 Travel $0.58 640 $371 Total Expenses $3,050 Total Direct Costs $113,790 Total Maximum Costs $229,729 EXHIBIT E Certificates of Insurance Attached Behind This Page CERTIFICATE OF LIABILITY INSURANCE PRODUCER: MARSH RISK & INSURANCE SERVICES 777 S. FIGUEROA STREET LOS ANGELES, CA 90017-5822 Phone: 1-212-948-1306 E-mail: contract.review@css.com INSURED: JACOBS ENGINEERING GROUP INC. 1111 SOUTH ARROYO PARKWAY, P.O. BOX 7084 PASA OA C 9 7084 Phone 2b E-mail: L mth.LUTrlstra jambs .c.an THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. Date: TDI number required. Please refer to the Texas Dept of Insurance website: http://www,tdi.state.tx.us/ CO TYPE OF POLICY EFFECTIVE EXPIRATION LTR INSURANCE NUMBER DATE DATE GENERAL LIABILITY AUTOMOBILE LIABILITY GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person) $ COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY LIMITS STATUTORY LIMITS $ EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - EACH EMPLOYEE $ PROFESSIONAL LIABILITY EON G21655065003 711/08 to 7/1/09 PER CLAIM/PER AGGREGATE: $1,000,000 BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS/EXCEPTIONS The City of Round Rock is named as additional Insured with respect to all policies except 'Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: 128384 00650 - 1-2008 City Manager City of Round Rock 221 E Main Street Round Rock, Texas 78664 SIGNATURE OF ENT LICENSED IN STATE OF TEXAS Typed Name: Title: Page 2 el"C,i r -e- €14-1 t C' - Certificate of Liability Insurance COMPANIES AFFORDING COVERAGE TDM A ACE AMERICAN INSURANCE COMPANY 42130 B C 0 __ CO TYPE OF POLICY EFFECTIVE EXPIRATION LTR INSURANCE NUMBER DATE DATE GENERAL LIABILITY AUTOMOBILE LIABILITY GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person) $ COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY LIMITS STATUTORY LIMITS $ EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - EACH EMPLOYEE $ PROFESSIONAL LIABILITY EON G21655065003 711/08 to 7/1/09 PER CLAIM/PER AGGREGATE: $1,000,000 BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS/EXCEPTIONS The City of Round Rock is named as additional Insured with respect to all policies except 'Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: 128384 00650 - 1-2008 City Manager City of Round Rock 221 E Main Street Round Rock, Texas 78664 SIGNATURE OF ENT LICENSED IN STATE OF TEXAS Typed Name: Title: Page 2 el"C,i r -e- €14-1 t C' - Certificate of Liability Insurance DATE: April 1, 2009 SUBJECT: City Council Meeting — April 9, 2009 ITEM: 11C2. Consider a resolution authorizing the Mayor to execute a contract for Engineering Services with Jacobs Engineering Group, Inc. regarding Due Diligence Services for the Deep Water Intake Site for the Regional Water Project. Department: Staff Person: Justification: Water and Wastewater Utilities Michael Thane, P.E., Director of Utilities This contract for Professional Services is to develop and provide the Brushy Creek Regional Water Authority (BCRUA) a due diligence analysis of Site 4, as it relates to BCRUA's purchase of Site 4 for the location of its Deep Water Intake Facility. Site 4 was selected as the best location according to the sites analysis which compared seven possible sites. These professional services include, (a) an evaluation of the consolidated shaft tunnel intake for Deep Water Intake Site 4 and the evaluation of up to four alternative pipeline alignments; (b) Preliminary Geotechnical Investigation; (c) review the ordinances of the Village of Volente related to this type of project; (d) prepare and develop constraints map that shows potential surface and subsurface impacts and conflicts, and finally (e) make recommendation of preferred alignment based on cost, community impact, project risk and environmental impact. Funding: Cost: $229,729.00 with Round Rock's share being $66,138.98. Source of funds: Capital Project Funds (Self -Financed Utility) Outside Resources: Jacobs Engineering Group, Inc. Background Information: The Cities of Round Rock, Cedar Park, and Leander have agreed to jointly pursue a Regional Water System that will ultimately provide an additional 105.8 million gallons per day (mgd) of potable water to meet future water demands of the Cities based on projected population growth. The Deep Water Intake facility will be able to provide 141.7 mgd of raw water to the three Cities. The intake facility will pump water from Lake Travis to the regional water treatment plant, as well as to the existing Cedar Park and Sandy Creek water treatment plants. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS CONTRACT FOR ENGINEERING SERVICES FIRM: JACOBS ENGINEERING GROUP, INC. ("Engineer") ADDRESS: 2705 Bee Cave Road, Suite 300, Austin, Texas 78746 PROJECT: Due Diligence Analysis for the BCRUA's Deep Water Intake Facility Site THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day day oft , 2009 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 "Round Rock"), the CITY OF CEDAR PARK, a Texas home -rule municipal corporation, whose offices are located at 600 North Bell Blvd., Cedar Park, Texas 78613, (hereinafter referred to as "Cedar Park"), the CITY OF LEANDER, a Texas home -rule municipal corporation, whose offices are located at 200 W. Willis St., Leander, Texas 78641 (hereinafter referred to as "Leander"), (all collectively referred to hereinafter as "Owners") and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement of services of professional engineers; and and WHEREAS, Owners and Engineer desire to contract for such professional engineering services; WHEREAS, Owners 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 Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. Engineering Services Contract File Name: Jacobs Engineering Group/155550 1 1 -*01..0°1.-(V-2 . Rev. 04/06/05 ARTICLE 1 OWNERS' SERVICES Owners shall perform or provide services as identified in Exhibit A entitled "Owners' Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services," and in accordance with the Regional Water System Project Schedule ("Project Schedule") as identified in Exhibit C. Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit D entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by Owners and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the unanimous approval of the Owners. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then Owners shall have the right to terminate this Contract as set forth below in Article 20. So long as the Owners elect not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify Owners in writing as soon as possible if it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the Project will be commenced and completed in accordance with the Project Schedule and the Work Schedule. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by Owners to proceed as provided in Article 7. 2 ARTICLE 4 COMPENSATION Owners shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. Owners and Engineer agree that the Engineer's compensation will be paid by Owners in the following percentages: Round Rock: 38.56% Leander 47.26% Cedar Park 14.18% The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Two Hundred Twenty Nine Thousand, Seven Hundred Twenty Nine and No/100 Dollars ($229,729.00) as shown in Exhibit E. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by Owners. Engineer shall prepare and submit to Owners monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of Owners for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to Owners, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and two (2) copies of a certified invoice in a form acceptable to Owners, with the invoice cost allocated among the Owners in the percentages set forth in Article 4 above. This submittal shall also include a progress assessment report in a form acceptable to Owners. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit E. Progress payments shall be made by Owners based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, Owners shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to Owners, adequate and sufficient in its determination, that tasks were satisfactorily 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 its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which Owners receive a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between Owners 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 Owners from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to Owners in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. Owners shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the Owners have issued a written Notice to Proceed regarding such task. The Owners shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. 4 ARTICLE 8 PROJECT TEAM Owners' Designated Representatives for purposes of this Contract are as follows: CITY OF ROUND ROCK Jim Nuse 221 E. Main St. Round Rock, Texas 78664 Telephone Number: (512) 218-5401 Fax Number: (512) 218-7097 Email Address: jnuse@round-rock.tx.us CITY OF CEDAR PARK Brenda Eivens 600 North Bell Blvd. Cedar Park, Texas 78613 Telephone Number: (512) 401-5020 Fax Number: (512) 258-8602 Email Address: eivens@ci.cedar-park.tx.us CITY OF LEANDER Anthony `Riff' Johnson P.O. Box 319 Leander, Texas 78646 Telephone Number: (512) 528-2712 Fax Number: (512) 528-2831 Email Address: biff@ci.leander.tx.us Owners' Designated Representatives shall be authorized to act on Owners' behalf with respect to this Contract. Owners or Owners' Designated Representatives shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Owners may designate in writing alternate Designated Representatives as they deem necessary or desirable. Engineer's Designated Representative for purposes of this Contract is as follows: Jacobs Engineering Group, Inc. Drew P. Hardin, P.E. Project Manager 2705 Bee Cave Road, Suite 300 Austin, Texas 78746 Telephone Number: (512) 314-3100 Fax Number: (512) 314-3156 Email Address: Drew.hardin@jacobs.com 5 ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with Owners at Owners' election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by Owners, in order for Owners to evaluate features of the Engineering Services. At the request of Owners or Engineer, conferences shall be provided at Engineer's office, the offices of Owners, or at other locations designated by Owners. When requested by Owners, such conferences shall also include evaluation of the Engineering Services. Should Owners determine that the progress in Engineering Services does not satisfy the Work Schedule, then Owners shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise Owners in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of Project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and Owners 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 Owners desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by Owners 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 all parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from Owners to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of all parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If Owners suspend the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. Owners assume no liability for Engineering Services performed or costs incurred prior to the date authorized by Owners for Engineer to begin Engineering Services, and/or during periods when Engineering Services are suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, it shall promptly notify Owners in writing. In the event Owners find that such work does constitute extra work and exceeds the maximum amount payable, Owners shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by all parties, of a written Supplemental Contract. Owners shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If Owners deem it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by Owners. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by Owners. No additional compensation shall be due for such Engineering Services. ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if Owners determine that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the Owners. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between all parties that Engineer shall make no claim for extra work done or materials furnished until the Owners authorize full execution of the written Supplemental Contract and authorization to proceed. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of Owners and shall be furnished to Owners upon request. All documents prepared by Engineer and all documents furnished to 7 Engineer by Owners shall be delivered to Owners upon completion or termination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished Owners under this Contract. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of Owners, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by Owners. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than Owners. Engineer may not change the Project Manager without prior written consent of Owners. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from Owners. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by Owners prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES Owners, or any of their authorized representatives, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which they are 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 Owners 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 written approval by Owners before any final report is issued. Owners' comments on Engineer's preliminary reports shall be addressed in any final report. 8 ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of all parties. (2) By Owners, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By Owners, for reasons of their own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should Owners terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, Owners shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should Owners terminate this Contract 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 Contract or if Owners terminate this Contract for fault on the part of Engineer, then Owners shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to Owners, the cost to Owners of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to Owners of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of Owners and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill its contractual obligations, then Owners may take 9 over the Project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to Owners for any additional and reasonable costs incurred by Owners. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish Owners with satisfactory proof of its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. Owners are 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 Owners and their officers and employees from all claims and liabilities due to activities of itself and its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold Owners harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by Owners in litigation or otherwise defending claims or liabilities which may be imposed on Owners as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. Owners shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. 10 ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to Owners 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 it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Owners reserve and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the Project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars ($1,000.000.00) per occurrence from a company authorized to do insurance business in Texas and otherwise acceptable to Owners. Engineer shall also notify Owners, within seventy-two (72) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. Owners shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 11 (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to Owners by certified mail to: City of Round Rock City Manager 221 East Main Street Round Rock, Texas 78664 City of Cedar Park City Manager 600 North Bell Blvd. Cedar Park, Texas 78613 City of Leander City Manager P.O. Box 319 Leander, Texas 78646 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by Owners, to any such future coverage, or to Owners' 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 Owners. Such Certificates of Insurance are evidenced as Exhibit F herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS Owners shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of Owners. Engineer agrees that this Contract may be assigned by Owners to a Local Government Corporation or similar entity created by the Owners. 12 ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the Project, and records of accounts between Owners and Engineer, shall be kept on a generally recognized accounting basis and shall be available to Owners or its authorized representatives at mutually convenient times. The Owners reserve the right to review all records they deem relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City of Round Rock: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 13 City of Cedar Park: City of Cedar Park Attention: City Manager 600 North Bell Blvd. Cedar Park, TX 78613 and to: Charles Rowland City Attorney 600 North Bell Blvd. Cedar Park, TX 78613 Leander: City of Leander Attention: City Manager P.O. Box 319 Leander, TX 78646 and to: Diana Granger Leander City Attorney 223 W. Anderson Lane, Suite A-105 Austin, TX 78752 Engineer: Jacobs Engineering Group, Inc. Attention: Drew P. Hardin, P.E. 2705 Bee Cave Road, Suite 300 Austin, Texas 78746 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for its delays or for failures to use its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to Owners due to Engineer's negligent failure to perform, Owners may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of Owners' additional legal rights or remedies. 14 (2) Force Majeure. Neither Owners nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing Owners to enter into this Contract. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed in their corporate name by their duly authorized representatives, thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. 15 CITY OF ROUND ROCK, TEXAS APPROVE i A TO FORM: ATTEST: By: cGraw, Mayor frii2ta=c Sara L. White, City Secretary 16 146 �� / Stephan L. Sheets, City Attorney CITY OF CED ' ARK, �. By: Robert S. Lemo . , Mayor ATTEST: V2 LeAnn Quinn, City Secretary 17 APPROVED AS TO FORM: Charles Rowland, City Attorney CITy\OF EANDER, TEXAS By: 'l phn Cowman, Mayor ATTES , By: !�X L1uk Debbie Haile, City Secretary 18 %u.,4/� yffiefa') 4116, PROVED AS TO FO 141 Diana Granger, • tt7 ey 1 JACOBS E INEERING GROUP, INC. By: s. R013& -r C/ r ILS-�"`� Gr G,�t/r , (Printed Name) (-TZc tp VIC g- Pied 5/ c uT, (Title) 19 LIST OF EXHIBITS ATTACHED (1) Exhibit A Owners Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance EXHIBIT A OWNERS SERVICES The following items shall be furnished by the OWNER to the ENGINEER. 1. Furnish any existing data, maps, reports, plans, etc. that may pertain to the project as requested by the ENGINEER. 2. Provide utility location services for all City owned utilities within the project boundaries as requested by the ENGINEER. 3. The Cities shall take the lead role in all environmental permitting efforts for this project. The ENGINEER and its subconsultant shall assist these efforts as directed by the Cities. This scope does not include effort for a Section 404 (Clean Water Act) Permit application or threatened and endangered species investigations. In the event this effort is warranted, we will request this as Additional Services. 4. Although OWNER reviews and comments may be generated by members of each city, the OWNER will make an effort to consolidate commits before presenting to the ENGINEER. 5. To meet the proposed schedules all OWNER reviews shall be timely. 6. The Cities will take the lead role in all Public Relations / Public Involvement efforts for this project. The ENGINEER shall assist these efforts as directed by the Cities. EXHIBIT B ENGINEERING SERVICES SCOPE OF WORK The objective of this scope of work is to perform engineering services for Phase 2 Deep Water Intake and Raw Water Pipeline for the BCRUA Regional Water system. Specific services included in this scope of work are described herein: A. Deep Water Intake — Due Diligence. Perform a Due Diligence Evaluation of the consolidated shaft tunnel intake for Deep Water Intake Site 4 and the Phase 2 Raw Water Pipeline, from the Deep Water Intake to the Phase I Raw Water Pipeline. 1. Project Management and Coordination a. Internal Meetings. Attend a total of four (4) meetings with Cities for the Project, including design oversight committee (DOC) meetings conducted by the Cities. JCB will not prepare the minutes of the meetings, but will review and comment on the minutes as provided by others. b. External Stakeholder Meetings. Attend a total of three (3) individual meetings with potential stakeholders. c. External Public 'Meetings. Attend and help conduct one (1) public meeting with Village of Volente. Help prepare meeting agenda, prepare presentation materials, and participate in public meetings as directed. d. Project Administration and Control — Manage overall scope, schedule, and budget of project and coordinate activities of sub -consultants. Coordinate with environmental and real estate professionals and provide supporting information as required. 2. Preliminary Geotechnical Investigation. Geotechnical Investigation. Provide a Preliminary Geologic Assessment of the Phase 2 pipeline route. This is a "desktop" survey based on existing Soil Conservation Service maps, TxDOT data and previous geotechnical reports supplied by the LCRA. The report will characterize area soil conditions and make recommendations for the location and spacing of future design related soil borings and testing parameters. 3. Floating Intake Feasibility Analysis — Evaluate the feasibility of constructing a 142 mgd floating intake for the deep water intake. Analysis will include identifying best location for the floating intake, approximate size, and the major intake constraints. An "order of magnitude" estimate of probable cost will be developed if the intake is deemed to be feasible. 4. Deep Water Intake — Due Diligence a. Make up to two (2) site visits to review, evaluate, and photograph Site 4. b. Evaluate pump station locations between Site 4 and Trails End Road assuming that tunneling would be utilized this entire distance. Sites will be identified strictly based on acreage requirements. A detailed layout of the pump station on these sites is not included in this scope of work. c. Prepare site-specific drawings in 2-D design for the consolidated shaft intake design concept on Site 4. In addition to the detailed site plan, facility plans, and sections, Page 1 of 3 two (2) sets of architectural elevations illustrating alternative architectural concepts will be provided. The site drawings will use existing aerial photographs and topography and bathymetric survey data. d. Identify anticipated operational (not construction) noise levels of the intake at different distances from the pump station site. e. Review the ordinances of the Village of Volente related to this type of project. List the ordinances that apply to the project and include copies of the ordinances as an appendix to the report. Provide an "order of magnitude" opinion of probable cost required to comply with ordinances that would significantly impact capital costs. f. Perform a constructability review through discussions with specialty contractors and internal experts. Specific areas of concern include the lake -tap and underwater construction elements. Based upon this review, construction cost estimate will be updated for the consolidated shaft tower intake at Site 4. g. Evaluate feasibility of the site to provide for an intake location that will comply with TCEQ Rules and Regulations for Public Water Systems. h. Based on available TCAD data, identify the need for any underwater easements from LCRA or other property owners. 5. Phase 2 Raw Water Pipeline — Due Diligence a. Evaluate up to four (4) alternative pipeline alignments which are anticipated to include the following: 1. Open -cut along Lime Creek Road. Will require a detailed look at the cost and feasibility of open -cut construction on Bernard Street and Lime Creek Road. 2a. Tunnel from Site 4 to Trails End Road with pump station at Site 4 2b. Tunnel from Site 4 to Trails End Road with pump station at alternative site. A detailed layout of the pump station will not be performed at the alternative site. 3. Combination tunnel and open -cut 4. Underwater pipeline up Sandy Creek channel. b. Develop a constraints map that shows all potential surface and subsurface impacts and conflicts including steep cross slopes, improved landscaping, stone fences, septic systems, wells, and homes. A constraints table will be developed from this map that quantifies the impacts associated with each route. c. Gather deed and plat information for Site 4 only. Property boundaries used for the alignment analysis will be based on available TCAD data. Deed and plat information for properties along the alignment will not be gathered for the alignment study. d. Identify and make recommendation of the construction techniques to be used for the pipeline, including methods of construction for proposed tunneling and boring operations along the proposed alignment. e. Evaluate proposed public and private utility crossings in conjunction with alternative alignments. f. Investigate location of septic fields for relevant properties along pipeline alignment and map these locations relative to the proposed location of the pipeline. g. Provide preliminary plan and profiles for preferred alignment and prepare estimate of probable cost based on previously prepared unit costs. h. In conjunction with BCRUA and DOC, make recommendation of preferred alignment based on considerations of cost, community impact (for example - quality of life impacts such as noise and traffic during construction, aesthetics of permanent appurtenances, etc.; and impacts to property such as number of easements required, fences that need to be removed, etc.), project risk (for example — permitting requirements, construction complexity, easement acquisition requirements, etc.) and environmental impact (for example — crossings of jurisdictional waters of the US, Page 2 of 3 construction within endangered species habitat, etc.). It is not anticipated that a decision analysis model will be created for this evaluation. 6. Due Diligence Report. Prepare a Due Diligence Report summarizing the results and recommendations. At a minimum the report should address: a. Organize and include the information developed in the previous sections. b. Recommend design requirements for the Deep Water Intake and Phase 2 Raw Water Pipeline. c. Identify all environmental constraints and permitting requirements. d. Prepare preliminary opinion of probable cost for the proposed alignment. e. Prepare a schedule for final design and construction. f. Furnish fifteen (15) copies of the draft report for review and distribution. g. Hold two (2) meetings with Cities to discuss review comments. h. Incorporate comments into final report and prepare fifteen (15) copies. B. Project Assumptions. The following assumptions and general understanding pertain to the provisions above and form the basis for this proposal: 1. This scope of work is predicated on evaluation of a consolidated shaft tunnel intake as described in the site evaluation study performed under Task Order 2. Evaluation of a tower intake may be completed as an additional service. 2. HDR will use data, drawings, and cost estimates prepared previously in the progress of this project. The pump station layout will be based on the detailed layout previously developed for a micro tunneled intake on Site 3. 3. This proposal does not include environmental consulting by outside sub -consultants, surveying of Site 4, or other services not specifically described herein. 4. Presentation graphics are limited to adaptations of graphics or figures prepared previously or as part of the above scope of work. Preparation of other, original materials may be included in the study as an additional service. 5. Completion of the Preliminary Design Report (PDR) is not included in this scope. A separate amendment of the engineering services agreement may be necessary to facilitate completion of the PDR upon completion of this study. END OF SCOPE Page 3 of 3 EXHIBIT C Work Schedule Attached Behind This Page 1•4 °L5 co _L_ ;0 f fa, ; a, o $2 0 o ; a ie <0 MI Em, En - r .irtz -a o o to ,3 0 .. . o . 0, o -0 1- t 0 I— 1-- -I— 0 , 52 E CO 0 i A'S cfa :Lo i.c r0 j•-• 17 11- ••-' i '13 f.1:11, g Ca • 01 T01 --0; ' CC; 0 0 0 0 0 0 0 ''--....- ;--- ,,,Lel (42 .11P 4.— 10.i.-- ic...— ic9 ,-;—,,(0 .0;‘, Frr- a so -, a) ! a) - 0 , 0 a) 0 U. ] 42 b= • 3 7 0- I-- F - IA a • OP 0 15 ; 0 Engineering Analysis Desktop Geotechnical 0 E 0 '11) it= it5 2 • 0 ; 0. ! •v to E1coo °' lcp 1 ...7) 1-.63"75" 12 ro 12 ,-to , ! !") Ig I g !g 8 !co i !co ics;-•> C•fi !co :s- co CO CA 7 V g g 15 0 ! 7 ig ; • .• o 1 0 co 1-0 >. >. >, >.. >. 210 2! (0• ! CO Al CA i '0 '17 0 -0 ;15 iv E0 AS E i 0 .0 !to rr- v- "--•• n- BCRUA Review IP Draft 2 - Revised Site Plan BCRUA Review EXHIBIT D Fee Schedule Attached Behind This Page EXHIBIT D FEE SCHEDULE HOURLY SUMMARY Table 1 of 2 Evaluate Aerial Crossing, Pipe Size, Pipe Route Employee Hours Salary Direct Labor Cost Category PM 142 $71 $10,104 Sr. PE 193 $66 $12,815 PE 201 $52 $10,464 EIT 103 $29 $3,021 CADD Designer 150 $43 $6,485 RPLS 16 50 $800 Clerical/Acct 40 $24 $960 Subtotal $44,629 Phase MAXIMUM COST Table 2 of 2 LABOR COST Labor Overhead Total -Labor Fixed Fee- Total Cost Percent Plus Overhead Percent Phase 2 — Deep $44,629 125.9% $100,817 15% $115,939 Intake Due Diligence DIRECT COST Expense Rate Quantity Total Sub Consultants $110,740 1 $110,740 Expenses Miscellaneous $200 1 Job $200 Printing $3,929 1 Job $2,479 Travel $0.58 640 $371 Total Expenses $3,050 Total Direct Costs $113,790 Total Maximum Costs $229,729 EXHIBIT E Certificates of Insurance Attached Behind This Page CERTIFICATE OF LIABILITY INSURANCE PRODUCER: MARSH RISK & INSURANCE SERVICES 777 S. FIGUEROA STREET LOS ANGELES, CA 90017-5822 Phone: 1-212-948-1306 E-mail: contract review©css com INSURED: JACOBS ENGINEERING GROUP INC 1111 SOUTH ARROYO PARKWAY, P.O. BOX 7084 PA ne:b 3 & b b E-mail:084 Phone: // E-m r Jt 1.1.17Kd.St:CilIt@ .GQn THIS IS TO CERTIFY THAT the Insured named above is insured try the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. Date: TDI number required. Please refer to the Texas Dept of Insurance website: http:/twww.tdi.state.tx.usf CO LTR TYPE OF POLICY EFFECTIVE EXPIRATION INSURANCE NUMBER DATE DATE GENERAL LIABILITY AUTOMOBILE LIABILITY EXCESS LIABILITY WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY PROFESSIONAL. LIABILITY EON G21655065003 7/1/08 to 7/1/09 BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS/EXCEPTIONS LIMITS GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person) $ COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ EACH OCCURRENCE AGGREGATE $ STATUTORY LIMITS $ EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - EACH EMPLOYEE $ PER CLAIM/PER AGGREGATE: $1.000,000 The City of Round Rock is named as additional insured with respect to all policies except 'Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER 128384 00650 1-2008 City Manager City of Round Rock 221 E Main Street Round Rock, Texas 78664 SIGNATURE OF AGENT LICENSED IN STATE OF TEXAS f� Typed Name Title: Lk t` CO , Page 2 Certificate of Liability Insurance COMPANIES AFFORDING COVERAGE TDI A ACE AMERICAN INSURANCE COMPANY 42130 B C D CO LTR TYPE OF POLICY EFFECTIVE EXPIRATION INSURANCE NUMBER DATE DATE GENERAL LIABILITY AUTOMOBILE LIABILITY EXCESS LIABILITY WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY PROFESSIONAL. LIABILITY EON G21655065003 7/1/08 to 7/1/09 BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS/EXCEPTIONS LIMITS GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL & ADV. INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person) $ COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ EACH OCCURRENCE AGGREGATE $ STATUTORY LIMITS $ EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - EACH EMPLOYEE $ PER CLAIM/PER AGGREGATE: $1.000,000 The City of Round Rock is named as additional insured with respect to all policies except 'Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER 128384 00650 1-2008 City Manager City of Round Rock 221 E Main Street Round Rock, Texas 78664 SIGNATURE OF AGENT LICENSED IN STATE OF TEXAS f� Typed Name Title: Lk t` CO , Page 2 Certificate of Liability Insurance