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Contract - Atkins North America - 10/9/2014 (2) ROUND ROCK,TEXAS PURPOSE'PASSIO:t PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: ATKINS NORTH AMERICA,INC. ("Engineer") ADDRESS: 6504 Bridge Point Parkway,Suite 200, Austin,TX 78730 PROJECT: 2014 Wastewater Master Plan Update THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the 96-day of rtv^ , 2014 by and between the CITY OF ROUND ROCK, a Texas home- rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev.04/13 0199.1487;00311901 00192831 ZO tce)(0--7- CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which -exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until.such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates,that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of One Hundred Forty-Six Thousand Eight Hundred and No/100 Dollars ($146,800.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Don M. Rundell,P.E. Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number(512) 218-5554 Fax Number(512)218-3236 Email Address drundell@roundrocktexas.gov 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Robert McCarty, P.E. Vice President 6504 Bridge Point Parkway, Suite 200 Austin, TX 78730 Telephone Number(512) 342-3242 Fax Number(512) 327-2453 Email Address Robert.mccarty@atkinsglobal.com atkinsglobal.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 • City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in commection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 • Services completed at that time. Should City 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 City terminates this Contract for fault on the part of Engineer,then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. • ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON-COLLUSION,FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission,percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 11 otherwise acceptable to City. Engineer shall also notify City, within twenty-four(24) hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section(3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Engineer shall notify City thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, and such notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Robert McCarty, P.E. Vice President 6504 Bridge Point Parkway, Suite 200 Austin, TX 78730 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 filly responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the teinis of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (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 City to enter into this Contract. IN WITNESS WHEREOF,the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF OUNDD ROCK,TEXAS AP OVED AS 0 FORM: / Alan McGraw, Mayor Step'n L. Sheets, City Attorney ATTEST: By: • ��� Sara L. White, City Clerk ATKINS NORTH AMERICA,INC. By: • Signature of Princi Printed Name: *� Q L5 LIST OF EXHIBITS ATTACHED (1)Exhibit A City Services (2) Exhibit 13 Engineering Services (3)Exhibit C Work Schedule (4)Exhibit D Fee Schedule (5)Exhibit E Certificates of Insurance 16 EXHIBIT A City Services • Meet with Atkins for a kickoff meeting upon notice to proceed,progress meetings as needed, and a modeling meeting at project completion for delivery of the SewerGEMS model to the City. • Assist Atkins with data collection as detailed in Task 2 in Exhibit "B", with use of e-mail attachments or the City's or Atkins ftp site for electronic data transmission. • Provide review and comments on Atkins Draft "2014" Wastewater Master Plan Update. • Provide the City's latest aerial photograph of the city for Atkins use in creating the laminated and framed wall map titled"Wastewater System master Plan". • Provide 2013-2014 Wastewater Winter Average by the first of November 2014. 1 EXHIBIT B Engineering Services Scope Overview: This project will provide the City of Round Rock ("CORR")with an up-to • - date wastewater master plan(WWMP) for scheduled capital improvements to meet the City's needs for continuing growth. Atkins will update the 2011 SewerGEMS hydraulic model for new wastewater system facilities(recent and plaimed) and for current data on existing and projected future land use and population. Atkins will analyze the updated model to identify the location of improvements needed for existing deficiencies and to size improvements needed for buildout conditions. The City's growth projections will be used to identify projects that are needed specifically in the next ten years. For each project identified in the modeling analysis,Atkins will develop a cost estimate (construction plus soft costs) and a schedule for implementation. This information, along with capacity utilization data, will provide the City with the basis for its Impact Fee analysis.Atkins will also evaluate the City's treatment capacity requirements for growth, in regard to the City's participation in the Brushy Creek regional system (WWTP and Interceptor). Atkins will prepare a comprehensive Wastewater Master Plan Report and provide the City with the complete SewerGEMS hydraulic model as a deliverable. Task 1 —Project Management Provide general project management including project coordination, preparation of progress reports and monthly invoices. Upon receiving Notice to Proceed Atkins shall commence the project. • Progress Meetings: Meet with the CORR up to four(4) times during the project to discuss project status, issues, concerns, and progress.. Atkins shall provide meeting agenda and minutes summarizing major issues and resulting action items. The meetings are anticipated to last up to two (2) hours each. The first meeting will be considered the project kickoff meeting. • Schedule and Budget Tracking: Prepare a detailed project schedule outlining the major tasks and deliverables, durations, milestone dates, and CORR review and acceptance dates; conduct a monthly review of budget expenditures to monitor project progress and identify potential problem areas. • Quality Assurance/Quality Control: Provide quality assurance and control over deliverables by having independent review of documents by senior level staff, who are knowledgeable and experienced in these areas. Task 2 -Data Collection and Background Review Coordinate with CORR to collect the following documents and data. Perform a cursory evaluation of the data as it pertains to its usefulness in the following tasks. Page 1 of 4 • 2008 and 2011 Wastewater Master Plans (model input data, unit flow criteria, methodology, etc.) • Wastewater system GIS files for the existing system including; o Pipelines with upstream manhole IDs, downstream manhole IDs, plan lengths, diameter and slope o Manholes with rim and invert elevations(in and out) o Lift Stations locations and names. o Force mains with upstream manhole IDs,downstream manhole IDs,plan lengths, diameter and slope • As-built plan sets for lift stations and special flow structures such as manholes with flow splits, siphons, overflows, etc. If as-built plans are not available, CORR shall perform the necessary field reconnaissance and provide documentation to Atkins for critical data that is missing in both the previous model and the current GIS. • Lift Station operation data, including pump curves and available SCADA pump readings in MS Excel format. This data will confirm or update input data in the existing model and also allow comparison of modeling results to actual operations for capacity deficiencies. • Land Use GIS files and population projections for existing(2010), 2020, and ultimate scenarios. • Development plans for projects currently in the planning and or construction phases. • Water billing data in the winter months of 2009-2010 for existing sewer customers. It is assumed that the billing data will have a spatial location or a service address in which to locate the customer. It is further assumed that the data will include the customer's billing category. • Information on locations of CORR's collection system rehabilitation projects in recent years • CORR's guidelines for developer cost participation in collection system expansion projects. • Regional wastewater system agreements as well as participation issues concerning treatment and transportation(interceptor). Task 3 —Hydraulic Model Update and Verification The purpose of this task is to update the model from the 2011 Wastewater Master Plan Update, for use in our capacity and improvements analysis. We will review the previous model's existing and future conditions scenarios in SewerGEMS. The model development will include updates to: facilities, unit generation rates, diurnal patterns, existing flow inputs,Rainfall Dependent Inflow and Infiltration (RTK parameters), and future flow inputs (ten-year and buildout). Each item is discussed in more detail below: • Facilities Update: Expand the existing system model prepared by Atkins as part of the 2011 Wastewater Master Plan Update with recently completed or currently in-design Capital Improvement Projects, recent and proposed trunk sewer expansions into new areas, or requested model expansions. As before, the model will include all pipes 10-inch and larger and smaller pipes that are critical in the system. • Unit Generation Rates will be developed for major land use types as well as residential and employment populations based upon a comparison of existing land use and Page 2 of 4 population estimates to the water billing records. Water billing records will be categorized into the major land use types and residential and employment. Outliers within the water billing data will be removed. • Existing Flow Inputs will be developed for Residential and Non-residential uses for each basin. The flow inputs will be calculated by applying the unit generation rates to the existing land use or to population estimates, whichever method is determined more precise. Outliers from the water billing records will then be input into the model manually based on their location. Atkins will analyze billing data and provide the results to CDM for use in the Water Master Plan Update. • For Rainfall Dependent Inflow and Infiltration (RDI&I), it is initially assumed that the older areas of CORR will exhibit similar RIK parameters as those presented in the prior master planning efforts, while newer areas will experience reduced RDI&I. Task 4- Capacity Analysis and Improvements The purpose of this task is to analyze the model results to identify system deficiencies for the existing system, ten-year, and buildout models, in order to develop capital improvement projects. This task will include adoption of criteria for definition of deficiencies versus design criteria for sizing improvements. • Pipe segments and lift stations with capacity deficiencies at the updated existing conditions flows will be identified. • Buildout Future Flows will be developed with input of projected buildout population and land use parameters and expanded service area facilities, for both wastewater and RDII flow components. Service area expansion facilities will be sized for buildout flows. • Deficiencies in existing facilities at buildout flow conditions will be identified. Modeling will develop capacity improvement projects for existing facilities overloaded at buildout flows. • Ten-year Future Flows will be developed with input of the updated projected population and land use parameters and the service area expansion. • Existing pipe segments and lift stations that have capacity deficiencies at the ten-year future flows will be identified. • Modeling will also be used to determine projected future flows (average and peak) at the Brushy Creek Regional System points of entry. Task 5 -Development of Capital Improvements Program (CIP) This task will develop a capital improvements program based on the capacity analysis conducted to identify projects needed(a) for pipeline and lift station improvements for the existing system and (b)for extension of the system for an expanding service area. The CIP will focus on projects needed in the next ten years,in support of impact fee analysis, but it will also include improvements, including treatment capacity,projected through service area buildout. Pipeline sizing will be based on capacity required for buildout flows. Major lift station improvements will consider phasing for additional pumping capacity. Recommended projects in the 10-year CIP will have a proposed schedule by year based on interpolated flow projections from the model and information on planned schedules for development projects. A budgeting cost for each project in the CIP will be prepared with construction cost estimate plus soft costs. Information supplied by Page 3 of 4 CORR will be relied on for any project's developer cost participation. Each project in the 10- year CIP will have indicated capacity requirements for existing flows, additional flows generated in the next ten years, and ultimate flows. CORR can expect that the recommended CIP will not be too different from the previous master plans,but it will be updated for project locations, sizing, costs,and schedule based on the current planning projections for growth in the service area. Task 6 - Master Plan Documentation This task will complete the project with preparation of the Wastewater Master Plan Report and transmittal of the SewerGEMS model to City staff. • Prepare and submit a summary list of the 10-year CIP projects with project costs and capacity allocations for existing conditions, 10-year development projections, and buildout conditions. • Prepare a draft report presenting data on system facilities, flow generation parameters, modeling methodology and results, and full details on the recommended projects. Location and timing of individual CIP projects will be shown in maps with supporting tables and graphs. • After submittal of the draft report (4 copies) and its review by the City, Atkins will receive the City's comments and prepare the Final 2014 Wastewater Master Plan Report. It will be submitted in hardcopy(12 copies)and electronic pdf format. • The complete SewerGEMs model, with the existing system and all scenario alternatives for future conditions, will be delivered to the City. Atkins' lead modeler will conduct a meeting with the City's modeler to ensure smooth transition for the City's use of the model. • Prepare a laminated and framed wall map that shows existing and proposed Wastewater Collection System on the latest City aerial photograph of the City. Submit draft version of all map for City review. After City's review deliver four(4)laminated and framed wall maps to the City. This map shall be titled "Wastewater System Master Plan"and be consistent in information and appearance as the City's existing one. Page 4 of 4 EXHIBIT C Work Schedule • Notice to Proceed October 23,2014 • Update Wastewater Model December 10, 2014 • Draft Master Plan Update Januaiy, 10, 2015 • Complete Report and Wall Maps February 28,2015 • Assist w/Development of Capital Recovery Fee February 2015—August 2015 O O CD C- 0) CO 0 co C Cp C4 O t CD CO O W C4 LO CO CD Is- CD U) O M O 0 0 0)0 0 t70K) rNO rOto CD V-04r- CNi tONOOO Nt4tsO 'ti' Mr0 OOOO CO a) OOMt- Cpr CONNrNCh COtD6OOM CO OMrM NLQCOhO Md't00 e-.tt0 O !`! N N to t-= s.) N o0 d' U)tom. to U)M-- M-- a-d' CD t0 t! s- r N � N- {- 03N- . I CD 0 0 0 0 O O 0 t+) p ONN fl O 0 0 ✓ CO (4 CO C ems- r N N M M to „..,i 0000h- M 00MMCOO Nrt-I0O t0 t0U) rM NU) COCC) 0.10) O t00 c 45 0O P- V" V- 0) OOOMOt- M4oCOCD0404 t` MCOCO Oto - MMO pM tOU) CC). 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THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(lesjmust be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT HAW. •--- Hillis of Now York, Inc. PHONE FAX c/o 26 Century Blvd. (ArY_FxT7 877-945-7378 rl, AA Nnr 888-467-2378 JUL P. 0. Box 305191 E ORE certificates®willie.coz0 Nashville, TN 37230-5191 INSURER(S)AFFORDIUnCOVERAGE NAZCA INSURER&Greenwich_Insurance Company 22322-001 INSURED INSURERS:American Guarantee & Liability Insurance 26247-001 Atkins North America, Inc. -- 2001 NW 107th Avenue INSURER C:Underwriter'a at Lloyds 15792-001 Miami, FL 33172-2507 INSURER!):_ INSURER E: _._,_...., I INSURER F: COVERAGES CERTIFICATE NUMBER:22089419 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All.THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 'AOD'L SM. POLICY EFF POLICY EXP !LTR TYPE OF INSURANCE el&Rn vnrn POLICY NUMBER MY/nOJ YYY) . (MIAIRnr/YYY) LIMITS A GENERALLIABIDTY Y CGG740901603 4/1/2014 4/1/2015 EACHOCCCURIIENCE S JO�,14.0_ X COfA11FRC1ALGENERAL LW3ILITY F 11 7ppQx,Wnml $ 300,000 •--•1CLNM5-MADE!-1 OCCUR MED EXP(Any ace person)_ $ 10,000 Contractual Liability PERSONAL&ADV INJURY 5 1,000_000•__. GENERAL AGGREGATE $ 2,000,000 GE/ILAGGREGAT£LIMITAPPDES�PER: PRODUCTS-COMPFOP ACG $ 2,•QQQ,000 POLICY R PRO- 1-1 I LOC � S A AUTOMOBILE DAeIUTY Y CAI1740901703 4/1/2014 4/1/2015 lx wlIIlEEaON)HIGLELIIAR 5 2,000,000 X ANY AUTO BODILY INJURY(Perpercon) S X ALLOWNEO '—SCHEDULED BODILYINJURY(Peraccideil) $ AUTOS AUTOS NON-o5'/NED p7�PER Y DAMAGE X HI.4EOAUTQS X AUTOS wee ea en0 f .--^ 3 B X UMBRELLA LIAR X OCCUR AUC924234902 4/1/2014 4/1/2015 IEACHOCCURRENCE 5 1,000,000 EXCESS n ^~ LIAR CLAIMS-MADE AGGREGATE- 5 1,000.000_ DEO !RETENTIONS5 A WORKERS COMPENSATION CFH0740901503 14/1/2014 4/1/2015 X ! Ism` ' I ilk%- -- TORYIDAT; FR ANO EMPLOYERS'LIABILnY ANY PROPRIETOR7PARTNERIEXECUTNEr'1 NM E.L.EACHACCIDENT . . $... 1,000,.000. .. +O+FFICER/rr!yY'__EM�BE�R EXCLUDED? L'T EL.DISEASE-EAEI,IPiDYEE S 1,000,000 HNyvsdelosoma{ruHx DESCRIPTIO`!OF OPERATIONS be'!!M E.L.DISEASE-POLICY LI,eT $ 1,000,000 C Professional B080111209P14 4/1/2014 4/1/2015 $1,000,000 Each Claim & - Liability-Claima Made $1,000,000 Annual Aggregate 11/11/1961 Retrodate DESCRIPTION OF OPERATIONS/LOCATIONS/YEIIICLES(Allach Acord 101,Additional Remarks Schedule,if more space Is requIrred) Re: General Engineering Services (2013-2014) - Wastewater Notice to Proceed Greenwich Insurance Companies Beat Rating A XV American Guarantee and Liability Insurance Company Best Rating A+ XV Underwriters at Lloyd's London AM Beet Rating: A XV. Professional Liability policy written on claims-made basis. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROF NS. AUTHORIZED REPRES•'TATIVE City of Round Rock 221 Beet Main Street - 1111111rArtifit Round Rock, TX 70664 Coll:4519649 Tp1:1788122 Cert:220894 • (i�- '10 s -ORDCORPORATION.Allrightsreserved. ACORD 25(2010105) The ACORD name and logo are registere, ni: of ACORD AGENCY CUSTOMER 1D: 33094588 LOC#: ACGRICYw ADDITIONAL REMARKS SCHEDULE Page_2_of_2 AGENCY PIABED INSURED Atkins North America, Inc. • Willis of New_ York, Inc. 2001 NW 107th Avenue POLICY IIUEDER Miami, FL 33172-2507 See First Page CARRIER NAIL CODE See First Page EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, FORM NUMBER: 25 __FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE There are no Deductibles or Self-Insured Retentions on the General Liability, Automobile Liability, Workers Compensation and Umbrella coverages. City of Round Rock is an Additional Insured on the General Liability and Automobile Liability, if required by contract, with respect to the operations of the insured on the above listed project. • • ACOR0101(2008!01) Co11:4519649 Tp1:1788122 Cert:22089419 ©2008ACORDCORPORATION.Altrightsreserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CGG740901603 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s)Of Covered Operations ANY PERSON OR ORGANIZATION WITH WHOM YOU VARIOUS AS REQUIRED PER WRITTEN HAVE AGREED,THROUGH WRITTEN CONTRACT, CONTRACT. AGREEMENT OR PERMIT,EXECUTED PRIOR TO THE LOSS,TO PROVIDE ADDITIONAL INSURED COVERAGE. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II — Who is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for"bodily injury', "property This insurance does not apply to "bodily injury'or damage" or "personal and advertising injury' "property damage"occurring after: caused,in whole or in part,by: 1. All work, including materials, parts or equip- 1. Your acts or omissions;or ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project(other than service,maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insured(s) at the location of the the additional insured(s) at the location(s) desig- operations has been completed;or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. _, . c CG 2010 07 04 ©ISO Properties,Inc.,2004 Page 1 of 1 0 POLICY 603 COMMERCIAL GENERAL LIABILITY uozmn7o704 THIS ENDORSEMENT CHANGES THE POLICYPLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES ��� ^ `==. . .°. .. ,� ___-___ _ . ' CONTRACTORS-COMPLOPERATIONS This endorsemenmodifies insurance provided undethe following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or O,ganizoUon(sy Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WITH WHOM VARIOUS AS REQUIRED PER WRITTEN YOU HAVE AGREED.THROUGH WRITTEN CONTRACT. CONTRACT,AGREEMENT OR PERMIT,EXECUTED PRIOR TO THE LOSS,TO PROVIDE ADDITIONAL INSURED COVERAGE. ----- information required kcomplete this 8chod |m.if not shownubme.will be shown Inthe Declarations. Section U —Vvho Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for"bodily injury"or"property dam- age" caused, in whole or in part, by'your work" at the location designated and described in the sche- dule ~~duln of this endorsement udoxnod for that addi- tional insured and included in the "products- completed dh azu�^ . \ | ^ �^/ CG 20 37 07 04 ©ISO Properties,��2004 Page 1 of 1 D POLICY NUMBER:CAH740901703 XIC4111007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM A. LIABILITY COVERAGE,Who Is An Insured,is amended to include as an"insured"any person or organization you are required in a written contract to name as an additional insured, but only for "bodily injury"or"property damage"otherwise covered under this Policy caused, in whole or in part, by the negligent acts or omissions of: 1. You,while using a covered"auto";or 2. Any other person, except the additional insured or any employee or agent of the additional insured,operating a covered"auto"with your permission; Provided that: a. The written contract is in effect during the policy period of this Policy; b. The written contract was signed by you and executed prior to the "accident" causing "bodily injury"or"property damage"for which liability coverage is sought;and c. Such person or organization is an"insured"solely to the extent required by the contract,but in no event if such person or organization is solely negligent. B. The Limits of insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event shall the Limits of Insurance set forth in this Polley be increased by the contract. C. General Conditions,Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess,contingent or on any other basis unless the contract specifically requires that this Policy be primary. All terms, conditions,exclusions and limitations ofthis Policy shall apply to the liability coverage provided to any additional insured,and in no event shall such coverage be enlarged or expanded by reason of the contract. cs-3A0.00- All other terms and conditions of this policy remain unchanged. (Authorized Representative) XIC 411 1007 0 2007,XL America,inc. Page 1 of 1 includes copyrighted material of insurance Office,Inc.,with its permission. POLICY NUMBER:CGG74O801OO8 COMMERCIAL GENERAL LIABILITY Ceuoc410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the .COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART • SCHEDULE Number ci Days Notice 90 (If no entry appearsabo"o' inhonnaUonneqvimdhnoonp|eto1hioScm4ulewiVbonhonoin1hoDodomUnnuun applicable to this endorsement.) For any stalutorily ponnit|od reason other than Policy Condition or as amended by an applicable nonpayment of premium, the number of days state cancellation endorsement, is increased to the required for notice of oonuoUwUon, as provided in number of days shown in the Schedule above. paragraph 2.ci either the CANCELLATION Common CG02241093 Copyright,Insurance Services Office,Inc.,1992 POLICY NUMBER:CAH740901703 XIC4051007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION BY US This endorsement modifies insurance provided u.nder the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. Changes In Conditions The number of days required for notice of cancellation by us for any reason other than nonpayment of premium, as provided in either paragraph 2.of the CANCELLATION Common Policy condition or as amended by an applicable state cancellation endorsement, is extended to the number of days shown in the Schedule below: SCHEDULE Number of Days' Notice:90 f6-426(?1All other terms and conditions of this policy remain unchanged. (Authorized Representative) XIC 405 1007 ®2007,XL America,Inc. Page 1 of 1 Includes copyrighted material of Insurance Office,Inc.,v.Ith Its pennisston. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY we 99 0110 (Ed_1t08J THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US ENDORSEMENT This endorsement modifies insurance provided under the following: WORKERS'COMPENSATION AND EMPLOYERS'LIABILITY INSURANCE POLICY Number of Days Notice:90 (If no entry appears above,information required to complete this Schedule will be shown In the Declarations as applicable to this endorsement) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in PART SIX "' CONDITIONS, D. Cancelation of the Workers' Compensation and Employers' Liability Insurance Policy or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. All other terms and conditions remain the same. This endorsement changes the policy to which it is attached and Is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective April 1,2014 Policy No.CWG740901503 Endorsement No. Insured ATKINS NORTH AMERICA,INC. Insurance CompanyGreenwich Insurance Compat tersignedby We 99 0110 Ed.9708 (021107 XLAuxrira,Inc. . Willis Limited FINER Global WHIS CONTRACT ENDORSEMENT INSURED: WS Atkins Plc and as more fully defined in the contract PERIOD: I Apri12014 to 31 March 2015 TYPE: Insurance of UK PI Generic Primary UNIQUE MARKET REFERENCE: B0801112091'14 ENDORSEMENT REFERENCE: 0002 EFFECTIVE DATE: 1 Aptil2014 local standard time nt the address of the insured. ft is hereby noted and agreed that with effect from the effective date above the following General Condition is added to the policy: "If INSURERS cancel this policy prior to its expiry date by notice to the INSURED for any reason,INSURERS will send written notice of cancellation to the persons or organizations listed in the schedule to becreated and maintained by the INSURED (the"Cancellation Notice Schedule")at least 30 days prior to the cancellation date applicable to the policy. lids notice will be in addition to any notice to the INSURED. The INSURED will provide an updated copy of the Cancellation Notice Schedule to Insurers on a monthly basis. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Cancellation Notice Schedule in the event of a pending cancellation of coverage. INSURERS have no legal obligation of any kind to any such person(s) or organiuuion(s). Any failure to provide advance notice of cancellation to the person(s) or organization(s)named in the Cancellation Notice Schedule will impose no obligation or liability of any kind upon INSURERS,will not extend any policy cancellation date and will not negate any cancellation of the policy. INSURERS are not responsible for verifying any information in any Cancellation Notice Schedule, nor arc INSURERS responsible for any incorrect information that the INSURED may use." MI other terms and conditions remain unaltered. Willis i.indtcd 1 WUvlimiti Willis luttrnal Rci 0002