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R-11-02-24-11C1 - 2/24/2011RESOLUTION NO. R -11-02-24-11C1 WHEREAS, the City of Round Rock desires to retain engineering services for the 2011 Wastewater Master Plan Update Project, and WHEREAS, PBS&J, an Atkins Company, has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with PBS&J, an Atkins Company, 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 PBS&J, an Atkins Company, for the 2011 Wastewater Master Plan Update 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 24th day of February, 2011. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary O: \wdo x\S CC Int s\0112 \ 1104\MUN I C I PAL\00214 3 8 4. DOC/rmc ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY EXHIBIT „A„ CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: PBS&J, AN ATKINS COMPANY ("Engineer") ADDRESS: 6504 Bridge Point Parkwav, Suite 200, Austin, TX 78730 PROJECT: 2011 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 day of , 2011 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 agreernent concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract 0199.7159; 213 865 WW00updt11 1 Rev. 05/10 00192831 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, Five Hundred Nine and No/100 Dollars ($146,509.00) 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 Chapjer 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. Chief Utility Engineer 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-5554 Fax Number (512) 218-5563 Email Address drundell@round-rock.tx.us 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: James Meara, P.E. Senior Engineer 6504 Bridge Point Parkway, Suite 200 Austin, TX 78730 Telephone Number (512) 327-6840 Fax Number (512) 327-2453 Email Address jlmeara@pbsj.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 correet 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 perrnission 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 connection 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 documerits 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 perforin 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 imrnediately 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) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 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 partieshereto 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 tunes. 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: James Meara, P.E. Senior Engineer 6504 Bridge Point Parkway, Suite 200 Austin, TX 78730 ARTICLE 33 GENERAL PROVISIONS (1) Tiine is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not. responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 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 ROUND ROCK, TEXAS APPROVED AS TO FORM: By: Alan McGraw, Mayor ATTEST: By: Sara L. White, City Secretary PBS&J, AN ATKINS COMPANY By: Signature o Princ' Cc Printed Name: 15 Stephan L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance EXHIBIT A City Services • Meet with PBS&J 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 PBS&J with data collection as detailed in Task 2 in Exhibit "B", with use of e- mail attachments or the City's or PBS&J's ftp site for electronic data transmission. • Provide review and comments on PBS&J's Draft "2011 Wastewater Master Plan Update" report. • Loan a copy of the existing laminated and framed wall map showing Wastewater Collection System. • Provide the City's latest aerial photograph of the City for PBS&J's use in creating the laminated and framed wall map titled "Wastewater System Master Plan". • If available 2010-2011 Wastewater Winter Average by the end of March 2011. 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. PBS&J will update CDM's 2007 SewerGEMS hydraulic model for new wastewater system facilities (recent and planned) and for current data on existing and projected future land use and population. PBS&J 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, PBS&J 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. PBS&J will also evaluate the City's treatment capacity requirements for growth, in regard to the City's participation in the Brushy Creek Regional Wastewater System (WWTP and Interceptor). PBS&J will prepare a comprehensive Wastewater Master Plan Update 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 PBS&J 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. PBS&J 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. • 2005 and 2008 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, pipe 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, pipe lengths, diameter and slope 1 • 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 PBS&J 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 • Flow monitoring data from the City's six GSWW flow monitoring sites (in MS Excel or CSV format). This data will be used in the Hydraulic Model Update task for comparison of model output for existing conditions with actual typical dry weather diurnal curves and peak wet weather flow rates. • 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 develop a model from the previous system model prepared by CDM as part of the 2008 Wastewater Master Plan Update, for use in our capacity and improvements analysis. We will review the previous model's existing and future conditions scenarios which are a combination of SewerGEMS and InfoWorks modeling. 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 CDM as part of the 2008 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 8 - inch 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 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. • Diurnal patterns will be developed for residential and non residential populations and land use types for use in the modeling. It is anticipated that, these diurnal patterns will be adjusted during modeling to approximate the available metering data. • Existing FIow 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. • For Rainfall Dependent Inflow and Infiltration (RDI&I), it is initially assumed that the older areas of CORR will exhibit similar RTK parameters as those presented in the prior master planning efforts, while newer areas will experience reduced RDI&I. 2 • Modeling results for typical dry weather flow patterns and peak wet weather flows under existing conditions will be compared to flow monitoring data at the GSWW flow monitoring sites in order to evaluate model reliability. RTK parameters will be adjusted during modeling to approximate the available wet weather metering data. 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 RDI&I 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 Wastewater System (BCRWWS) 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 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. 3 • Prepare a draft report presenting data on system facilities, flow generation paratneters, 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, PBS&J will receive the City's comments and prepare the final "2011 Wastewater Master Plan Update" 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. PBS&J's 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 wall map for City review. After City's review deliver four (4) laminated and framed wall snaps 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. 4 EXHIBIT C Work Schedule Notice to Proceed February 25, 2011 Update Wastewater Model March 25, 2011 Complete Master Plan Update June 1, 2011 Complete Report and Wall Maps June 30, 2011 Assist with Development of Capital Recovery Fee August 1, 2011 thru December 31, 2011 .... uata o e on andBackground 3123 .6238 $0 9361 Review $ 9361 (6%) 1 3 20 - 16 29 -2 , 6 :: 0 - Wastewater system facilities 1 ! 4 6 8 ; I 786 I 1,570 2,356 Land use and population 1 4 4 82 6 j 906 I 1,810 2,716 Flow monitoring, water billing, LS SCADA 1 8 4 12 1,034 I 2,065 3,099 Regional Treatment & transportation _ 1 4 2 1 i 397 793 1,190 Hydraulic Model Update & Verification $ 37816 (26%) 2 10 21 149 116 4 12 : _: 0 12616 25200 :... $0 ' 37816 Facilities Update I 1 1 1 60 L_ 20 2 f 4 1 3.584 7.159 1 10.743 0VN t ►etU N f`-:' N. s-7 t :171Muit5MM sJ0)a o .CC Project selection and scheduling 1 2 1 8 16 24 ! 2,120 I 4,235 6,355 Project cost estimates 2 1 4 2 24 I 1,304 2,605 _ 3,909 Impact fee analysis 2 12 16 20 2,134 ! 4,263 6,397 I Report Preparation and Deliverables $13497 (9%) 3 : 10 20 20 20 2 : 14 8 3869 7728. $1900 13497 Draft report 2 4 _ 12 . 10___� 12 2 I 8 4 2,150 ' 4,295 200 6,645 Final report and framed wall maps 1 3 8 8 ! 8 6 4 1,481 2,958 1,700 6,139 Deliverables (model and coordination) 3 2 ! 238 475 713 Project Management 24 9 $16304 X11 % 8 0 38 24 0 0 16 4772 :. 9532.:: $2000 .:: � :16304 .. Meetings and coordination 8 32 24 24 16 4,472 8,933 13,405 Schedule i 6 300 599 899 Travel Expenses (Sr.Engr.II) 1 - - 2,000 2,000 1 Total hours =1 1,170 30 51 179 I 403 = 379 1 20 84 1 24 I NOT -TO -EXCEED BUDGET $ 146509 (100%) $2,250 $2,550 $8,950 1 $17,732 $12,8861 $760 $1,8481_ $600 :$47,576.:.$95,033 ..::$3,900 $146,509 Note: Overhead at 167.66% of direct labor (audit rate) is $79,766 Note: Profit at 12% of direct labor and overhead is $15,267 Mti - fA � c0n— -c' C NO to 4,546 9,081 2,001 3,997 2,001 3,997 4,470 ! 8,929 4.620 9228 OoMI,-V'N e ` 10 10 O 0 1 2 6 24 36 2 2 8 24 1 4 16 16 2 8 1 4 4 40 12 1 eN-d'N ,-- �d 16 1 2 ' 8 16 2 8 30 2 12 30 2 12 CO (fl pp N r ;� NN� c` d 16 4 _ 4 16 16 N opr-r-o0op N 1- N I' CD CIP Development $ 16660 (11%) unit Generation Rates Diurnal patterns Existing Flow Inputs RDI&I Flow monitoring comparison Capacity Analysis and Improvements ExistLng system deficiencies 10 -year Flows inputs Buildout Flows inputs Improvements for buildout conditions Improvements for 10 -yr development flows EXHIBIT E Certificates of Insurance Attached Behind This Page AcoRtf CERTIFICATE OF LIABILITY INSURANCE `--� 9/30/2011 DATE(MWDDIYYYY) 1/18/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 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(ies) must 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 Lockton Companies, LLC -1 Kansas City 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 CN PHONEFAX EI� Ext); l[Alc, Nor. POLICY EFF (MM/DD lYYYY) ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL 0 INSURER A: Lloyds Of London A XV !:f INSURED POST, BUCKLEY, SCHUH AND JERNIGAN, INC. 1307320 DBA PIIS&J 2001 NW 107 AVENUE MIAMI FL 33172-2507 _ INSURER B : INSURER C : INSURER D : EACH OCCURRENCE INSURER E : DGE TO RENTED PREMISES (Ea occurrence) INSURER F : E • THIS IS TO CERTIFY THAT THE POLICIES INDICATED. NOTWITHSTANDING ANY REQUIREMENT, CERTIFICATE MAY BE ISSUED OR MAY EXCLUSIONS AND CONDITIONS OF SUCH .11........1-1.. ., OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD lYYYY) POLICY EXP {MMlDDlYYYY) LIMITS GENERAL !:f LIABILITY MMERCIAL GENE BILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DGE TO RENTED PREMISES (Ea occurrence) $ XXXXXXX CLAIMS MADE OCCUR MED EXP (Any one person) $ XXXXXXX $ XXXXXXX PERSONAL &ADV INJURY GENERAL AGGREGATE $ XXXXXXX $ XXXXXXX GEM_ AGGREGATE LIMIT APPLIES PER n POLICY n FEC: n LOC PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO AUTOSALL ED HIRED AUTOS AUTOSULED AUTOS ED NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ XXXXXXX BODILY INJURY (Per person) $ XXXXXXX $ XXXXXXX BODILY INJURY (Per accident) (PeracEcid8�DlAMAGE $ XXXXXXX $ XXXXXXX UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX DEO RETENT ON $ $ XXXXXXX WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBEREXCLUDED?ECUT (Mandatory in NH) IDSRePTON uOFOPERATIONS below Y! N N!A NOT APPLICABLE WC STATU TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ XXXXXXX E.L. DISEASE - EA EMPLOYEE $ XXXXXXX E.L. DISEASE - POLICY LIMIT $ XXXXXXX A A PROFESSIONAL/POLLUTION LIABILITY LDUSA 1000811 CLAIMS -MADE FORM 9/30/20I0 9/30/2011 $1,000,000 EACH CLAIM & $1,000,000 ANNUAL AGGREGATE. 11/11/1961 RETRODATE. DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, It more space Is required) RE: CITY OF ROUND ROCK- COMPREHENSIVE WASTEWATER MASTER PLAN 2011.30 DAY NOTICE OF CANCELLATION APPLIES. • 11134297 CANCELLATION [M4591591 CITY OF ROUND ROCK, TEXAS ATTN: DON RUNDELL, CHIEF UTILITY ENGINEER 221 EAST MAIN STREET ROUND ROCK TX 78664 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL 8E DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE gionluoto-, POLICY NO. LDUSA10008I1 CARRIER: UNDERWRITER'S AT LLOYD'S, LONDON SYNDICATE #'S 1. 2623 - A.F. Beazley 2. 2987 - BRIT 3. 623 - A, F. Beazley A.M. Best #85202 Miscellaneous Attachment : M459159 Ce►lIflcate ID : 11134297 " ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY Agenda Item No. 11C1. Council A enda Summaryheet Consider a resolution authorizing the Mayor to execute a Contract for Engineering Agenda Caption: Services with PBS&J, Inc. for the 2011 Wastewater Master Plan Update. Meeting Date: February 24, 2011 Department: Infrastructure Development and Construction Management Staff Person making presentation: Michael Thane, P.E. Director of Infrastructure Management Item Summary: The City updates the Wastewater Capital Recovery (Impact) Fee every three years. In order to complete the upcoming 2011 Wastewater Capital Recovery (Impact) Fee Study, an update of the 2008 Wastewater Collection System Master Plan is necessary. Updating the Master Plan will allow us to revise or confirm the schedule and budget of each project in our current Utility Capital Improvements Program in order to meet the future demands of our wastewater system. This contract is for PBS & J, Inc. to evaluate current and future wastewater demands, compare future demands to system capacities, verify and update our current wastewater collection system computer model, assist in determining an appropriate wastewater impact fee. Strategic Plan Relevance: Goal 28.0 "Protect public health and protect the environment through proper waste disposal." Cost: $ 146,509 Source of Funds: Self Financed Wastewater Construction Date of Public Hearing (if required): N/A Recommended Action: Approval EXECUTED DOCUMENT FOLLOWS ''ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: PBS&J, AN ATKINS COMPANY ("Engineer") ADDRESS: 6504 Bridge Point Parkway, Suite 200, Austin, TX 78730 PROJECT: 2011 Wastewater Master Plan Undate THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the 24day of reMehil , 2011 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract 0199.7159; 213865 W W00updt11 1 fL..t t-- 02- Z+- i lti Rev. 05/10 00192831 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, Five Hundred Nine and No/100 Dollars ($146,509.00) 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 Chapjer 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. Chief Utility Engineer 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-5554 Fax Number (512) 218-5563 Email Address drundell@round-rock.tx.us 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: James Meara, P.E. Senior Engineer 6504 Bridge Point Parkway, Suite 200 Austin, TX 78730 Telephone Number (512) 327-6840 Fax Number (512) 327-2453 Email Address jlmeara@pbsj.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 connection 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 forin 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) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 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: James Meara, P.E. Senior Engineer 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 fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects, (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 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 OFD ROCK, T XAS By: Alan cera w, Mayor ATTEST: By: i.actt Sara L. White, City Secretary PBS&J, AN ATKINS COMPANY By: C - Signature of Princi Printed Name: 15 AP ' R 4 VED AS T • FORM: L. Steph. L. Sheets, ity Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance EXHIBIT A City Services • Meet with PBS&J 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 PBS&J with data collection as detailed in Task 2 in Exhibit "B", with use of e- mail attachments or the City's or PBS&J's ftp site for electronic data transmission. • Provide review and comments on PBS&J's Draft "2011 Wastewater Master Plan Update" report. • Loan a copy of the existing laminated and framed wall map showing Wastewater Collection System. • Provide the City's latest aerial photograph of the City for PBS&J's use in creating the laminated and framed wall map titled "Wastewater System Master Plan". • If available 2010-2011 Wastewater Winter Average by the end of March 2011. 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. PBS&J will update CDM's 2007 SewerGEMS hydraulic model for new wastewater system facilities (recent and planned) and for current data on existing and projected future land use and population. PBS&J 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, PBS&J 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. PBS&J will also evaluate the City's treatment capacity requirements for growth, in regard to the City's participation in the Brushy Creek Regional Wastewater System (WWTP and Interceptor). PBS&J will prepare a comprehensive Wastewater Master Plan Update 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 PBS&J 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. PBS&J 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. • 2005 and 2008 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, pipe 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, pipe lengths, diameter and slope 1 • 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 PBS&J 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 • Flow monitoring data from the City's six GSWW flow monitoring sites (in MS Excel or CSV format). This data will be used in the Hydraulic Model Update task for comparison of model output for existing conditions with actual typical dry weather diurnal curves and peak wet weather flow rates. • 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 develop a model from the previous system model prepared by CDM as part of the 2008 Wastewater Master Plan Update, for use in our capacity and improvements analysis. We will review the previous model's existing and future conditions scenarios which are a combination of SewerGEMS and InfoWorks modeling. 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 CDM as part of the 2008 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 8 - inch 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 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. • Diurnal patterns will be developed for residential and non residential populations and land use types for use in the modeling. It is anticipated that, these diurnal patterns will be adjusted during modeling to approximate the available metering data. • 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. • For Rainfall Dependent Inflow and Infiltration (RDI&I), it is initially assumed that the older areas of CORR will exhibit similar RTK parameters as those presented in the prior master planning efforts, while newer areas will experience reduced RDI&I. 2 • Modeling results for typical dry weather flow pattens and peak wet weather flows under existing conditions will be compared to flow monitoring data at the GSWW flow monitoring sites in order to evaluate model reliability. RTK parameters will be adjusted during modeling to approximate the available wet weather metering data. 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 RDI&I 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 Wastewater System (BCRWWS) 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 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 subinit 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. 3 • 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, PBS&J will receive the City's comments and prepare the final "2011 Wastewater Master Plan Update" 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. PBS&J's 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 wall map for City review. After City's review deliver four (4) laminated and framed wall snaps 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. 4 EXHIBIT C Work Schedule Notice to Proceed February 25, 2011 Update Wastewater Model March 25, 2011 Complete Master Plan Update June 1, 2011 Complete Report and Wall Maps June 30, 2011 Assist with Development of Capital Recovery Fee August 1, 2011 thru December 31, 2011 iV~ ) IC) • P N- ' '03 :V/ f• CD 0) a) a) , id a cr — O ueilveradles (model and coordination) 3 2 1238 475 I Project Management $16304 () 8 0 :. 38 11 % 24 x.24 0 0 ..: 16 ... 4772: ; 9532 s2(]nn vvastewater system tacilities 1 4 6 8 1 I 786 I 1,570 Land use and population 1 4 4 8 2 I 6 j 906 ; 1,810 Flow monitoring, water billing, LS SCADA 1 8 4 12 1,034 I 2,065 Regional Treatment & transportation 1 4 2 1 I 397 793 10 r- ,c_D co N 42388?)8i oto OQ(0 CCO)lOQQ~1-, ,- n n co aiMMcO -�-O O 1 160 :122 12 : 52: 40 30 ' 4 I 12 20 16 ' 2 I 8 20 16 2 8 40 30 , 2 12 CO CI) T-•,--• ONt-1N $ 52870 (36%) row monitonng comparison Ca•aci Anal sis and Im•rovements Existing system deficiencies 10 -year Flows inputs Buildout Flows inputs Improvements for buildout conditions EXHIBIT E Certificates of Insurance Attached Behind This Page ACORD" CERTIFICATE OF LIABILITY INSURANCE 9/3o�2oi 1 DATE(MM/DD/YYYY) 1/18/20l I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 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(les) must 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 Ileu of such endorsement(s). PRODUCER Loek(on Companies, LLC -1 Kansas City 444 W. 47th Street, Suite 900 Kansas CityMO 64112-1906 (816) 960-9000 CONTNAME: PHONE 1+ . No. Ext): FA C. No): E-MAIL. ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC e INSURER A: Lloyds of London A XV GENERAL INSURED POST, BUCKLEY, SCHUH AND JERNIGAN INC. 1307320 DBA PBS&J 2001 NW 107 AVENUE MIAMI FL 33172-2507 _ INSURER B : INSURER C NOT APPLICABLE INSURER D : INSURER E : $ XXXXXXX INSURER F : $ XXXXXXX COVERAGES • THIS IS TO CERTIFY THAT THE POLICIES INDICATED. NOTWITHSTANDING ANY REQUIREMENT, CERTIFICATE MAY BE ISSUED OR MAY EXCLUSIONS AND CONDITIONS OF SUCH - ENG VIQIVI jYUJYIDcru AAAAAAA OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLT TYPE OF INSURANCE ADDL INSR SUBR WWIZ POLICY NUMBER POLICY EFF (MM/DD(YYYY) POLICY EXP (MM/DD/YYYY) LIMITS GENERAL LIABILITY MMERCIAL GENE BILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX D! PREM SE5 EaGE TOEoccu NTEencs) $ XXXXXXX I CLAIMS -MADE OCCUR MED EXP (Any one person) s XXXXXXX_ $ XXXXXXX PERSONAL & ADV INJURY GENERAL AGGREGATE $ XXXXXXX_ $ XXXXXXX $ GEM_ AGGREGATE —1 POLICY F LIMIT APPLIES FR J I PER: LOC _ PRODUCTS - COMP/OP AGG AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS — SCHEDULED AUTOS NON -OWNED AUTOS NOT APPLICABLE C01aB1 EDD SINGLE LIMIT(Ea $ XXXXXXX BODILY INJURY (Per person) S XXXXXXX S XXXXXXX BODILY INJURY (Per accident) PROPERTY DAMAGE (Peraccident) $ XXXXXXX $ XXXXXXX UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX DEO RETENT ON $ s XXXXXXX WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A NOT APPLICABLE WC STATU- TORY LIMITS, OTH- ER E.L. EACH ACCIDENT $ XXXXXXX E.L. DISEASE - EA EMPLOYEE $ XXXXXXX E.L. DISEASE - POLICY LIMIT $ XXXXXXX A A PROFESSIONAL/POLLUTION LIABILI'T'Y LDUSAI000811 CLAIMS -MADE FORM 9/30/2010 9/30/2011 S1,000,000 EACH CLAIM & $1,000,000 ANNUAL AGGREGATE. 11/11/1961 RETRODATE. DESCRIPTION OF OPERATIONS / LOCATIONS !VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) RE: CITY OF ROUND ROCK- COMPREHENSIVE WASTEWATER MASTER PLAN 2011.30 DAY NOTICE OF CANCELLATION APPLIES. rcta•rictnA'i un. rt,F, 11/34297 ATION [M4591591 CITY OF ROUND ROCK, TEXAS ATTN: DON RUNDELL, CHIEF UTILITY ENGINEER 221 EAST MAIN STREET ROUND ROCK TX 78664 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE gryonbAtto POLICY NO. LDUSA1000811 CARRIER: UNDERWRITER'S AT LLOYD'S, LONDON SYNDICATE #'S 1. 2623 - A.F. Beazley 2. 2987 - BRIT 3. 623 - A.F. Beazley A.M. Best #85202 Miscellaneous Attachment : M459159 Certificate ID : 11134297