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R-11-06-09-10F4 - 6/9/2011RESOLUTION NO. R -11-06-09-10F4 WHEREAS, the City of Round Rock desires to retain engineering services for the BCRWWS West Wastewater Treatment Plant Rehabilitation Project, and WHEREAS, DCS Engineering, LLC has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with DCS Engineering, LLC, 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 DCS Engineering, LLC for the BCRWWS West Wastewater Treatment Plant Rehabilitation Project, a copy of said contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 9th day of June, 2011. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: 1�• 1A.Q-cam SARA L. WHITE, City Secretary O:\wdox\SCC1nts\0112\1104\MUNICIPAL\00223812.DOC/ me 'ROUND ROCK, TEXAS PURPOSE PASSIO( PROSPERITY EXHIBIT „A„ CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: DCS ENGINEERING, LLC ADDRESS: 6000 Shepherd Mountain Cove, Suite 2003, Austin, TX 78730 PROJECT: BCRWWS West Wastewater Treatment Plant Rehabilitation Project THE STATE OF TEXAS ("Engineer") § 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 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 perforrned by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev. 05/10 01601990.0910-19; 223139 00192831 WWO1REGWRHB 1 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 Five Hundred Forty Seven Thousand Eleven and No/100 Dollars ($547.011.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Eddie Zapata Project Manager II Infrastructure Development & Construction Management 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-6605 Fax Number (512) 218-5563 Email Address ezapata@iround-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: Darren Strozewski, P.E. President 6000 Shepherd Mountain Cove, Suite 2003 Austin, TX 78730 Telephone Number (512) 284-8209 Fax Number (512) 284-8021 Email Address dstrozewski@dcs-engineering.com dcs-engineering.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 perfonned. 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 TERMSBREACH 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 terns 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 (34) 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 alt applicable federal, state and Iocal 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, cornmission, 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 claire 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 Cityor 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: Darren Strozewski, P.E. President 6000 Shepherd Mountain Cove Suite 2003 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 OF ROUND ROCK, TEXAS APPROVED AS TO FORM: By: Alan McGraw, Mayor ATTEST: By: Sara L. White, City Secretary DCS ENGINEERING, L By: Signature of Prin Printed Name:-Taretrc. G 5freftecd,SM 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 The City of Round Rock (City) shall furnish to the Engineer the following items, information, and assistance: 1. Provide as -built or construction drawings of existing utilities and locate existing utilities as requested by Engineer including copies of previous studies. 2. Provide access to and snake provisions for Engineer and his subconsultants to enter property as required for Engineer to perforin the services under this contract. 3. Assist Engineer in visiting the site as needed to finalize site layout for the proposed facilities. 4. Provide timely review of construction plans, technical specifications, and contract documents so as not to delay the services of the Engineer. 5. Designate a person to act as the Owner's representative with respect to services to be rendered under this contract. Such person shall have complete authority to transmit instructions, receive information, and interpret and define Owner's policies and decisions. 6. Furnish approvals and/or permits from all governmental authorities having jurisdiction over the project as required for completion of the project. Pay all fees associated with approvals and permits including any TCEQ fees. EXHIBIT B Engineering Services 1.0 DISCHARGE PERMIT APPLICATION Per your request, we are proposing to provide professional engineering services for the Brushy Creek West Regional Wastewater Treatment Facility Permit Renewal and Major Amendment with the Texas Commission on Environmental Quality (TCEQ) for a Texas Pollutant Discharge Elimination System (TPDES) permit. The permit will be prepared and submitted to TCEQ on behalf of Brushy Creek Regional Wastewater System (BCRWWS) for renewing the permitted treatment capacity of 3.0 mgd average annual flow and for removal of the nitrate nitrogen limit which is scheduled to go into full affect on September 28, 2012. We will submit the application with nitrate -nitrogen data collected by BRA and analyzed by the Engineer for supporting the removal of the nitrate -nitrogen limit from the existing permit by June 31, 2012. It should be noted here that the deadline to submit a renewal application is well after this date, May 1, 2013. The scope of work for preparing a TCEQ TPDES discharge permit application includes the below items: I . Coordinate with TCEQ stream modeler and/or permit writer regarding data submission requirements for nitrate -nitrogen. 2. Confirm and refine, with Owners assistance, key permit parameters including service area, land use, wastewater flow, and buffer zone. 3. Visit the wastewater plant site to take photographs and record observations of receiving stream conditions. - 4. Prepare Application Fortes and Technical Report as required for this project, including tables, exhibits, and wastewater treatment plant calculations. 5. Assemble Application package, obtain Owner's signature, and submit four copies to the TCEQ. 6. Provide four copies of the application to BCRWWS. 7. Respond to questions from TCEQ staff during administrative and technical reviews. Review drafts of permit. 8. Manage the publishing of notices in the newspapers on behalf of the BCRWWS as directed by TCEQ including obtaining original copies of the advertisement and submitting them to TCEQ. We will coordinate directly with the newspapers for advertising including publication in a Spanish language newspaper (if required). We will provide translation services from English to Spanish for the advertisement. 9. Assist BCRWWS in obtaining soil or water sample analysis as required. 10. Fees required by public agencies including TCEQ for the TPDES Application; Permits; land abstracting; effluent sampling; sludge sampling; or other similar expenses will be paid directly by BCRWWS. 11. Permit Protest or Contested Case: This proposed scope and associated fee do not include those services required to respond to a permit protest or a contested case hearing. Such services would be performed on an hourly basis as required to obtain approval of the Owner's permit. 12. Newspaper Advertisements: The estimated cost to publish TCEQ's two required permit notices in Spanish and English newspapers totals $3,000. We will coordinate with the newspapers for the two separate notices which will appear as advertisements. The cost of these advertisements will be paid directly to the newspaper(s) by the Owner. 13. Schedule: The above referenced services will be perforrned beginning is approximately March 2012 and continue over the next 15 months with the majority of the effort occurring in the first 3 months after March 2012 in order to prepare the application for submittal. The period of service will be the through receipt of the finalized and issued permit in approximately October 2013 (i.e. about two months before the permit expires on December 1, 2013). 14. Nitrate -nitrogen Data Collection: Assist Owner in making process adjustments after the rehabilitated large bulls -eye plant (i.e. Plant No. 3) is brought back on-line and begins operating to facilitate plant production of desired nitrate -nitrogen effluent test results. Recommendations may include adjustments in equipment operation after plant start-up/reseeding/stabilization. 2.0 DESIGN PHASE 1. Conduct project kick off meeting including engineering, construction, and operations specialists of BCRWWS, BRA, and the Engineering Team to review critical aspects of the project and previously identified construction items. 2. Establish a water surface elevation to install proposed electrical components above using surveyed high water marks inside existing control building and on chainlink fence. Vertical distance above this elevation to set finished floors of equipment areas will be agreed upon by the project team and BCRWWS. 3. Prepare a bid package for the purchase and delivery of the replacement ultraviolet (UV) disinfection system equipment. Bid package will include required plans, specifications, and contract documents. Documents will require approved submittals prior to manufacturing. Delivery of equipment will be specified to be within one month after the notice to proceed is given to the Contractor who is awarded the separately bid and awarded West WWTP Rehabilitation Project. This Contractor shall install the pre - purchased equipment and successfully bring it into operation. 4. Identify plant equipment and systems tied to the large bulls -eye (Plant No. 3) which the Contractor shall be required to make operational as part of the interim substantial completion date. 5. Conduct monthly project status updates with Regional Participants and Operator at the BCRWWS monthly meeting during the design, bidding, and construction administration phases of the project. 6. Establish the scope, and advise the City, of any additional soil and foundation investigations or any special testing which, in the opinion of the Engineer, may be required for the proper execution of the Project. A scope of work, fees, and performance schedule has been developed and the work will be completed by Fugro, Inc. under a subconsultant agreement with the Engineer. . 7. Establish the probable cost of construction and advise the City of any changes to this cost prior to advertising the project. 8. Furnish to the City, where required by the circumstances of the assignment, the engineering and/or survey data necessary for applications for routine permits by local, state and federal authorities (as distinguished from detailed applications and supporting documents for government grants-in-aid, state loan programs, planning advances or to meet the requirements of the special programs of the federal government). The Engineer shall also assist the City in obtaining approval of the aforementioned routine permit applications from local, state, and federal authorities. 9. Perform field surveys to collect information, which in the opinion of the Engineer, is required in the design of the Project including the high water marks on the chain link fence and inside the control building. A scope of work, fees, and performance schedule has been developed for a topographic survey including boundary and easement establishment (not a boundary survey). This work will be completed by Inland Geodetics under a subconsultant agreement with the Engineer. The Construction Plans developed under this contract will be tied to the City of Round Rock's Horizontal and Vertical Control Network. Construction staking of the new facilities is not included in the fee for Construction Phase services. 10. Prepare specifications and contract drawings, for construction authorized by the City and submit to the applicable local and state agencies for approval. Design elements shall include electrical, SCADA, instrumentation, structural, architectural, odor/noise abatement, process, mechanical and building mechanical, and civil. 11. Prepare plans and specifications for modifying the existing facility to treat nitrate nitrogen through adding process controls on the blowers and influent lift station, adding an anoxic basin, adding anoxic mechanical mixers and recycle pumps. 12. The specifications will be prepared in conformance with the sixteen -division format of the Construction Specification Institute and will be based upon Engineer's master specifications. The General Conditions and other Contract Documents will be the City's standard documents. 13. Prepare for review and approval by City, its legal counsel and other advisors, contract agreement forms, general and supplementary conditions of the construction contract, proposal form, invitation to bid and instructions to bidders. 14. Evaluations of the City's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by Engineer, represent Engineer's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither Engineer nor the City has control over the cost of labor, materials or equipment; over the Contractor's methods of determining bid prices; or over competitive bidding, market or negotiating conditions. Accordingly, Engineer cannot and does not warrant or represent that bids or negotiated prices will not vary from the City's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by Engineer. 15. Furnish the City all necessary copies of review sets and final approved plans, specifications, notices to bidders, and proposals. Furnish two sets of half sized prints and two sets of full sized prints of signed and approved drawings, electronic files (AutoCAD 2009 on CD ROM) to the City. 16. Provide information on utilities to be relocated in connection with the project. The City will provide excavation to determine location and depth of underground water and sewer lines. Utilities to be relocated by others shall be noted on the plans. City -owned utilities to be relocated shall also be noted on the plans. Where feasible, relocation of City -owned utilities shall be included in the construction contract. 3.0 BIDDING PHASE 1. The following scope of work under this phase will be conducted twice, once for the UV Disinfection Equipment bid package and a second time for the West WWTP Rehabilitation Project bid package. Separate fees have been provided for each task under Exhibit D — Fee Schedule. 2. Assist City in advertising for and obtaining proposals or negotiating proposals for the prime contract for construction materials, equipment and services to be performed by a contractor for the project (hereinafter called "Work"); and, where applicable, maintain a record of prospective bidders to whom Contract Documents have been issued, attend pre-bid conference and receive and process checks for Contract Documents. Checks received from the entities for the contract documents during bidding shall be submitted to the Owner for deposit in their desired account. Newspaper advertisements shall be paid by the City directly to the newspaper for bidding processes. 3. Issue addenda as appropriate to interpret, clarify or expand the Contract Documents. 4. Consult with City to determine the acceptability of substitute materials and equipment proposed by potential contractor(s) when substitution prior to the award of contracts is allowed by the Contract Documents. 5. Attend and conduct the bid opening and prepare bid tabulation sheets. Evaluate bids or proposals; prepare bid tabulation sheets and letter recommending award of contract to the lowest and most qualified bidder and in assembling and awarding contracts for construction materials, equipment and services. 4.0 CONSTRUCTION PHASE 1. As noted previously, there will be two bid packages produced as part of this engineering contract. The tasks under the construction phase of work will not be duplicated (i.e. submittal reviews, substantial completion, final completion, etc.). Thus, one construction phase fee has been provided for this task under Exhibit D — Fee Schedule. 2. Consult with and advise City as set forth herein and as provided in the General Conditions and Supplementary General Conditions of the Contract for Construction included in the Contract Documents for the project. The extent and limitations of the duties and responsibilities of Engineer as assigned in said Contract Documents shall not be modified, except as Engineer may otherwise agree in writing. City shall issue all instructions to the contractor performing the Work (hereinafter called "Contractor") except as otherwise provided in writing. 3. Make periodic visits to the site to observe the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the Contract Documents. In performing this service, the Engineer will not be required to snake exhaustive or continuous on-site inspections to check the quality or quantity of the work or material; he will not be responsible for the techniques and sequences of construction or the safety precautions incident thereto, and he will not be responsible or liable in any degree for the contractors' failure to perform the construction work in accordance with the Contract Documents. During visits to the construction site, and on the basis of the Engineer's on-site observations as an experienced and qualified design professional, he will keep the City informed of the extent of the progress of the work, and advise the City of material and substantial defects and deficiencies in the work of contractors which are discovered by the Engineer or otherwise brought to the Engineer's attention in the course of construction, and may, on behalf of the City, exercise whatever rights the City may have to disapprove work and materials as failing to conform to the Contract Documents. 4. Attend and conduct the monthly progress/coordination meeting with the city, contractor and others including review of the project schedule. Make recommendations to City concerning the disapproval or rejection of Contractors' Work while it is in progress if Engineer believes that such Work will not produce a completed project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the project as reflected in the Contract Documents. Engineer shall have access to the Work at all times wherever it is in preparation or progress. 5. Consult and advise with the City; issue all instructions to the contractor requested by the City; and prepare routine change orders as required. 6. Evaluate and detertnine the acceptability of substitute materials and equipment proposed by Contractor. 7. Make recommendations to City regarding the advisability of requiring special inspections or testing of the Work and have City, for the purposes of this paragraph, receive and review all certificates of inspections, testing and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents to detennine generally that their content complies with the requirements of, and the results certified indicate compliance with, the Contract Documents. 8. Material testing by a Geotechnical Engineering company/lab on materials during construction is specifically excluded from the scope of work in this engineering contract. The bid packages shall specifiy that the Owner will pay the Geotechnical Engineering company/lab directly for all passing tests that are required by the bid package. All failing tests or tests taken for the Contractor's benefit shall be paid by the Contractor. 9. Act as initial interpreter of the requirements of the Contract Documents, judge the acceptability of the Work and make decisions on all claims of City and Contractor relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the Work. Engineer shall not be liable for the results of any such interpretations or decisions rendered in good faith. 10. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of materials and equipment and other data which the contractor is required to submit, only for confortnance with the design concept of the Project and compliance with the infortnation given by the Contract Documents; and assemble written guarantees which are required by the Contract Documents. 11. Determine the amount owing to Contractor based on Engineer's observations at the site and the data comprising the Application for Payment, and recommend in writing payments to Contractor in such amounts. Such recommendations of payment will constitute a representation to City that the Work has progressed to the point indicated and that, to the best of Engineer's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections of others, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by Engineer. The issuance of a recommendation will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a recommendation for payment will not be a representation that the Engineer has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the City to substantiate the Contractors right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Price. 12. Receive and review maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection and tests and approvals of equipment, which are to be provided by Contractor in accordance with the Contract Documents. Determine that their content complies with the requirements of the Contract Documents and transmit them to City with written comments. 11. Conduct, in company with the City, a preliminary and a final inspection of the Project for assessing conformance with the design concept and compliance with the Contract Documents, determining the substantial completion date for the Project, and recommending final payment to the contractor in writing. 12. Revise contract drawings, with the assistance of the City's representative, to provide record drawings of the completed Project. Furnish one set of full size paper drawings, electronic files (AutoCAD 2009 on CD ROM), and two sets of half-size prints of the record drawings to the City. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60 -day acceptance period will be corrected by the party delivering the electronic files. Engineer shall not be responsible to maintain documents stored in electronic media format after acceptance by the City. When transferring documents in electronic media format, Engineer makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by Engineer at the beginning of this Project. The City may make and retain copies of Documents for information and reference in connection with use on the Project by the City. Such Documents are not intended or represented to be suitable for reuse by the City or others on extensions of the Project or on any other project. Any such reuse or modification without written verification or adaptation by Engineer, as appropriate for the specific purpose intended, will be at the City's sole risk and without liability or legal exposure to Engineer or to Engineer's subconsultants. The City shall indemnify and hold harmless Engineer and Engineer's subconsultants from all claims, damages, losses, and expenses, including attorneys' fees arising out of or resulting there from. If there is a discrepancy between the electronic files and the hard copies, the hard copies will govern. 13. Compile, review, and comment on operation and maintenance manuals, which will be provided by Contractor in accordance with the Contract Documents. 14. Assist BRA and BCRWWS staff during start-up of the project. This work will be conducted twice under this contract, once for starting up the large bulls -eye WWTP (i.e. Plant No. 3), and a second time for the smaller bulls -eye WWTP (Le. Plant No. 2), other rehabilitated facilities, or newly constructed facilities. The Engineer shall provide technical support and professional advice regarding any unforeseen problems with the operation and maintenance of the Project for a period of 1 year to the BCRWWS. EXHIBIT C Work Schedule Attached Behind This Page 0 z O s x s 4 u. 1 0 z 0 CO 1 4 a LL 0 0 t x c 1 x 1 LL 1 1 1 11 SSVHd NOISRO g 1 a 38VHd dig 1 t 8 1 1 L z it H 3SVHd NOLLOMISNOO 1 1 EXHIBIT D Fee Schedule Attached Behind This Page Proposed Fees ICompensation for Services 000 000 O vi Irl Ignp0gC4ggV' � Io ap vl e� pv �e 12 el M 0oav a P. Io eo my 8lo� j 411 — 0 Ot ICompensation Method CA 3 f CA 11 S I I 1 • pp (O 00 as I 1 1 1 I I 1 00 VOO1 v. a h R C O V 1 • • It I WQ Ok 4.1 CO Os 1 1 1 1 1 1 1 O Ott CS inte EZ pp7, EZ pp t 1 a IG '? V 1 N1 1--0}} VI 52,613 $254,724 §8 C� O Cn I p N 0 p N Q 1 , • •Ob• 2 n Gn a O M} c'j N N 1 'It l ; p 101 O� [� 1ii, 0. M o 11.0 Discharge Permit Application Nitrate -nitrogen Data Collection -------------- Sub-To.- 2.0 Design Phase Project Management W Dinsinfoction Bid Package OdorNoisc Abatement Process Mechanical and Building Mechanical Civil Elearical/SCADMnstmnnentation/Structu aUArchitectursl Gootccbnical Enginceting s' "- 00 00 HI • .1 3 0 bAE. 1a 3 i I RI 0 Sub -Total TOTAL FEE (1tns1.0ro4.0)- F _ g Q000 0v a 12 8 t2 Q sg § :OR � - n 6 M N Naa�� N N la g N N N N g VIR N N N N C 4 N co N a N us N OI a. T °.a H w m N N alm.iIo N N N N N N aa N {a� N N N N m a N N N N N Am,i-4 N as::s. N N N N mg ea S Si N N N N N 1to111111 2 ^ea t N N N VF 1 N b .., NNNNN '.j 1 i ~ a aS IIS ii No ii. R 1a , 1 44 • 4 $rpt. k'o` Rg 'mi N o NNNN Np g it 1�g C qN N N N .nl 8 M N ryN N§ O�1 N p QI m rail N W A criq ee��ll N p I R R R ryR R Y f`/ �f 1� 1V 4444 N N N Task No. Task Description g O 2.0 Design Con Hours 3.0 Bidding Cost Hours 4.0 Construction SeMces Cost Hours Hours Direct Labor Cost Overhead (1.70) Profit (10%) Total tabor Cost Hourly BIlfng Rate N OO N N V1 pg O 0000 N N N CO F 94.a N N M ^ 4 of -gmaN O � 41141144411 NV1 N IS N N N 1 00 a N N E Y► N V N N N N '4:1W W 4/3 N N 1/3 N a N 1D N IO N N If1 N N 11�� N N Ni0N al 4/1 _O �t la ih N Mqv N N n N p b 00 f� epi e... s G H IN M N I II N N N i M 000 414 of fi b N N 10 N un 46 N n N N 4/3 V/ 411 1 1 A 8 m 0 O EXHIBIT E Certificates of Insurance Attached Behind This Page 4CORb' CERTIFICATE OF LIABILITY INSURANCE OP ID BH �..� DATE(MM/DD/YYYY) 04/18/11 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 ACEC/MARSH 701 Market St., Ste. 1100 St. Louis MO 63101 Phone : 8 0 0 - 3 3 8 -13 91 Fax : 8 8 8 - 6 21- 317 3 WN 1 Ai. r NAME: PHONE Ext): (AIC, No): ADDRESS: PRODUCER CUSTOMER IO f: DCSEN-1 INSURER(S) AFFORDING COVERAGE NAIC a INSURED DCS Engineering LLC Attn: Darren Strozewski, P.E. 6000 Shepherd Mt. Cove, #2003 Austin TX INSURER A: Hartford Insurance Company 22357 INSURER B : INSURERC: EACH OCCURRENCE INSURER D : X INSURER E : $1,000,000 INSURER F : CLAIMS -MADE IFICATE NUMBER: REVISION NUMB THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. TERM INSURANCE LIMITS ASU LISTED OR SHOWN YSUBR BELOW HAVE BEEN ISSUED TO THE INSURED CONDITION OF ANY CONTRACT OR OTHER AFFORDED BY THE POLICIES DESCRIBED MAY HAVE BEEN REDUCED BY PAID POLICY NUMBER NAMED DOCUMENT HEREIN IS CLAIMS. POLICY EP} (MM/DD/YYYY) ABOVE FOR THE WITH RESPECT SUBJECT TO ALL POLICY !XP (MM/DD/YYYY) POLICY PERIOD TO WHICH THIS THE TERMS, LIMITS WSW TYPE OF INSURANCE A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY 84SBWPA9036 PROF. LIABILITY EXCLUDED 04/15/11 04/15/12 EACH OCCURRENCE $ 1, 000, 000 X PREMISES (Eatoccurrence) $1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10 , 0 0 0 PERSONAL & ADV INJURY S 1, 000, 000 GENERAL. AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: n LOC PRODUCTS - COMP/OP AGG $ 2 , 0 0 0 , 0 0 0 7 POLICY I 1 JE a $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEOULED AUTOS HIRED AUTOS NON -OWNED AUTOS 84SBWPA9036 04/15/11 04/15/12 COMBINED SINGLE LIMIT (Ea accident) $ 1, 000, 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Peraccidenq $ X $ $ A UMBRELLALIAB EXCESS UAB X OCCUR CLAIMS -MADE 84SBWPA9036 04/15/11 04/15/12 EACH OCCURRENCE $ 1, 000, 000 X AGGREGATE $ 1, 000, 000 — DEDUCTIBLE RETENTION $ $ $ A WORKERS COMPENSATION ANO EMPLOYERS' LIASIUTY Y /11 ANY OFFICER/MEMBER ER EXCCLUDED? ECUTIVn (Mandatory in NH) DESCRIPTIONIf SNunder OF OPERATIONS below N / A, 84WEGVY4085 04/15/11 04/15/12 X WCSTATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1 000, 000 E.L. DISEASE - EA EMPLOYEE $ 1, 0 0 0 , 0 0 0 E.L. DISEASE - POLICY UMIT $ 1, 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedu e, U more space is required) Re: BCRWWS West Wastewater Treatement Plant Rehabilitation Project - The City of Round Rock is included as additional insured for above coverages except WC as required by written contract. IFICATE HOLDER CANCELLATION CITYOF City of Round Rock Attn: City Manager 221 E. 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 POLK:Y PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2009/09) 444 1Yt37iCA01! agitatrights reserved. The ACORD name and logo are registered marks of ACORD CORD' CERTIFICATE OF LIABILITY �� DATE (MYYY MADONY) INSURANCE OP ID BHI 04/18/11 THIS CERTIFICATE 18 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: 1f 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 lieu of such endoreement(s). PRODUCER 701 Market St., Ste. 1100 $t:. Louie MO 63101 Phone:800-338-1391 Fax:888-621-3173 "ft" PHONE : ! pm: of EM) ADDRESS: cusr "OMene, DCSEN-1 INSURERS) AFFORDING COVERAGE NAM • INSURED DCO Engineering LLC Austin TpXh7873rd 0t't. Cove, )#2003 INSURERA: RLI Insurance Company INSURER B: INSURERC: EACH OCCURRENCE INSURER 0 : INSURER 8: 0 INSURER P : • - -- - ------ ---------- 1)08 I8 TO CERTIFY THAT THE POLICIES OF INSURANCE USTEO BELOW HAVE BEEN ISSUED TO THE INSURED RAMEO ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING AM' REQUIREMENT, TERMOR CONDITION OF ANY CONTRACT OR OTHER 00cUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBE) HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND COMMONS OF SUCH POUCIES. UNITS SHOWN MAY HAVE BEEN REDUCED BY PARD CLAMS. TO TYPE OF INSURANCEANC! BUR WVO POLICY NUMBER 1C� (MI�+ lliTY �� p (pps � LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 0 U%MAUt til MNItEJ PREMISES (Eaoourrenc.) 0 ICLAMSdVWE ❑OCCUR MED EXP (Any one person) S • PERSONAL SAIN INJURY S GENERALAOGREOATE S GENT. —1 AGGREGATE LIMIT APPLIES PER: POLICY n ja n LOC PRODUCTS- 0 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS FIRED O$ NON -OWNED AUTOS COMBINED SINGLE LIMIT (8.accident) S BODILY INJURY (Per person) S BODILY INJURY (Par accident) S PROPERTY DAMAGE (Par acddont) S S S UMBRELLA LIAR EXCESS LIAa OCCUR CLAIMS -MADE EACH OCCURRENCE 0 AGGREGATE S DEDUCTIBLE RETENTION S S ( S WOVMS AND ANY P1PORRARTNER/EXECUTtV� (Mao/story U� COMPENSATION EMPLOYERS'UAaIuTY YlM In NH) MM t CLI10E04 l-1 OF OPERATIONS below N /A �N iT RYLIOT I �OER E.L. EACH ACCIDENT S EL DISEASE- EA EMPLOYEE $ E.L. DISEASE- PCUCYIMOT S A Professional Liability RDP0003901 04/15/11 04/15/12 Claim $1,000,000 Aggregate $1,000,000 mammon QF OPERATIONS/ TONS N mimes (Attach ACORO 101, Additional Remarks Schodulq mote nrospace Is required) Policy is not project specific. CANCELLATION CITYOF City of Round Rock Attn: City Manager 221 R. Main Street Ropnd Rock TX 78664 81101110 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE OELNEREO IN ACCORDANCE WRN THE POLICY PROVISIONS. AUTHORIZED REPRESENTATNE 41244144[Cat042,1eletrIghts reserved. ACORO 25 (2008/09) The ACORD name and logo are registered marks of ACORD ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Agenda Item No. 10F4. City Council Agenda Summary Sheet Agenda Caption: Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with DCS Engineering, LLC for the BCRWWS West Wastewater Treatment Plant Rehabilitation Project. Meeting Date: June 9, 2011 Department: Infrastructure Development and Construction Management Staff Person making presentation: Michael Thane Director of Infrastructure Management Item Summary: On September 7-8, 2010, Brushy Creek experienced extraordinary flooding conditions causing the creek level to swell out of its banks and inundate a portion of the BCRWWS West Wastewater Treatment Plant. Since that time, the facility has been shut down and the wastewater flow has been diverted to the BCRWWS East Wastewater Treatment Plant. Also, under a renewed wastewater permit (TPDES NO. WQ0010264001) issued September 28, 2009, the plant as of September 28, 2012 must achieve all of its plant effluent discharge parameters including a 17.4 mg/I daily average for nitrate nitrogen. Strategic Plan Relevance: Goal 28.0: Protect public health and protect the environment through proper waste disposal. Cost: $ 547,011 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 PRSSIO ( PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: DCS ENGINEERING, LLC ADDRESS: 6000 Shepherd Mountain Cove, Suite 2003, Austin, TX 78730 PROJECT: BCRWWS West Wastewater Treatment Plant Rehabilitation Project THE STATE OF TEXAS COUNTY OF WILLIAMSON § ("Engineer") THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the'- day of Gc..t.v.rz, , 2011 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corpordion, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev. 05/10 01601990.0910-19; 223139 00192831 W WO I REGWRHB 1 1L -it- oP-o't- i Zf4 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 Five Hundred Forty Seven Thousand Eleven and No/100 Dollars ($547,011.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Eddie Zapata Project Manager II Infrastructure Development & Construction Management 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-6605 Fax Number (512) 218-5563 Email Address ezapata t@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: Darren Strozewski, P.E. President 6000 Shepherd Mountain Cove, Suite 2003 Austin, TX 78730 Telephone Number (512) 284-8209 Fax Number (512) 284-8021 Email Address dstrozewski@dcs-engineering.com dcs-engineering.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 cornrnon 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 Instruunents 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 rnaintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMSBREACH 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 perfonn 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 terniination 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 trine 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 einployees, 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 minirnum 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 Cityor 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: Darren Strozewski, P.E. President 6000 Shepherd Mountain Cove Suite 2003 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 perforrned 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(?) 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,4 UND ROCK, TEXAS APP 0 EDATO FIRM: By: '05 I" N Alan McGraw, Mayor Stephan' . Sheets, City Attorney ATTEST: By: Sara L. White, City Secretary DCS ENGINEERING, L By: Signature of Princ Printed Name: .S5(, CwSli 15 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 The City of Round Rock (City) shall furnish to the Engineer the following items, information, and assistance: 1. Provide as -built or construction drawings of existing utilities and locate existing utilities as requested by Engineer including copies of previous studies. 2. Provide access to and make provisions for Engineer and his subconsultants to enter property as required for Engineer to perform the services under this contract. 3. Assist Engineer in visiting the site as needed to finalize site layout for the proposed facilities. 4. Provide timely review of construction plans, technical specifications, and contract documents so as not to delay the services of the Engineer. 5. Designate a person to act as the Owner's representative with respect to services to be rendered under this contract. Such person shall have complete authority to transmit instructions, receive information, and interpret and define Owner's policies and decisions. 6. Furnish approvals and/or permits from all governmental authorities having jurisdiction over the project as required for completion of the project. Pay all fees associated with approvals and permits including any TCEQ fees. EXHIBIT B Engineering Services 1.0 DISCHARGE PERMIT APPLICATION Per your request, we are proposing to provide professional engineering services for the Brushy Creek West Regional Wastewater Treatment Facility Permit Renewal and Major Amendment with the Texas Commission on Environmental Quality (TCEQ) for a Texas Pollutant Discharge Elimination System (TPDES) permit. The permit will be prepared and submitted to TCEQ on behalf of Brushy Creek Regional Wastewater System (BCRWWS) for renewing the permitted treatment capacity of 3.0 mgd average annual flow and for removal of the nitrate nitrogen limit which is scheduled to go into full affect on September 28, 2012. We will submit the application with nitrate -nitrogen data collected by BRA and analyzed by the Engineer for supporting the removal of the nitrate -nitrogen limit from the existing permit by June 31, 2012. It should be noted here that the deadline to submit a renewal application is well after this date, May 1, 2013. The scope of work for preparing a TCEQ TPDES discharge permit application includes the below items: 1. Coordinate with TCEQ stream modeler and/or per►nit writer regarding data submission requirements for nitrate -nitrogen. 2. Confirm and refine, with Owners assistance, key permit parameters including service area, land use, wastewater flow, and buffer zone. 3. Visit the wastewater plant site to take photographs and record observations of receiving stream conditions. 4. Prepare Application Forms and Technical Report as required for this project, including tables, exhibits, and wastewater treatment plant calculations. 5. Assemble Application package, obtain Owner's signature, and submit four copies to the TCEQ. 6. Provide four copies of the application to BCRWWS. 7. Respond to questions from TCEQ staff during administrative and technical reviews. Review drafts of permit. 8. Manage the publishing of notices in the newspapers on behalf of the BCRWWS as directed by TCEQ including obtaining original copies of the advertisement and submitting them to TCEQ. We will coordinate directly with the newspapers for advertising including publication in a Spanish language newspaper (if required). We will provide translation services from English to Spanish for the advertisement. 9. Assist BCRWWS in obtaining soil or water sample analysis as required. 10. Fees required by public agencies including TCEQ for the TPDES Application; Permits; land abstracting; effluent sampling; sludge sampling; or other similar expenses will be paid directly by BCRWWS. 11. Permit Protest or Contested Case: This proposed scope and associated fee do not include those services required to respond to a permit protest or a contested case hearing. Such services would be performed on an hourly basis as required to obtain approval of the Owner's permit. 12. Newspaper Advertisements: The estimated cost to publish TCEQ's two required permit notices in Spanish and English newspapers totals $3,000. We will coordinate with the newspapers for the two separate notices which will appear as advertisements. The cost of these advertisements will be paid directly to the newspaper(s) by the Owner. 13. Schedule: The above referenced services will be performed beginning is approximately March 2012 and continue over the next 15 months with the majority of the effort occurring in the first 3 months after March 2012 in order to prepare the application for submittal. The period of service will be the through receipt of the finalized and issued permit in approximately October 2013 (i.e. about two months before the permit expires on December 1, 2013). 14. Nitrate -nitrogen Data Collection: Assist Owner in making process adjustments after the rehabilitated large bulls -eye plant (i.e. Plant No. 3) is brought back on-line and begins operating to facilitate plant production of desired nitrate -nitrogen effluent test results. Recommendations may include adjustments in equipment operation after plant start-up/reseeding/stabilization. 2.0 DESIGN PHASE 1. Conduct project kick off meeting including engineering, construction, and operations specialists of BCRWWS, BRA, and the Engineering Team to review critical aspects of the project and previously identified construction items. 2. Establish a water surface elevation to install proposed electrical components above using surveyed high water marks inside existing control building and on chainlink fence. Vertical distance above this elevation to set finished floors of equipment areas will be agreed upon by the project team and BCRWWS. 3. Prepare a bid package for the purchase and delivery of the replacement ultraviolet (UV) disinfection system equipment. Bid package will include required plans, specifications, and contract documents. Documents will require approved submittals prior to manufacturing. Delivery of equipment will be specified to be within one month after the notice to proceed is given to the Contractor who is awarded the separately bid and awarded West WWTP Rehabilitation Project. This Contractor shall install the pre - purchased equipment and successfully bring it into operation. 4. Identify plant equipment and systems tied to the large bulls -eye (Plant No. 3) which the Contractor shall be required to make operational as part of the interim substantial completion date. 5. Conduct monthly project status updates with Regional Participants and Operator at the BCRWWS monthly meeting during the design, bidding, and construction administration phases of the project. 6. Establish the scope, and advise the City, of any additional soil and foundation investigations or any special testing which, in the opinion of the Engineer, may be required for the proper execution of the Project. A scope of work, fees, and performance schedule has been developed and the work will be completed by Fugro, Inc. under a subconsultant agreement with the Engineer. 7. Establish the probable cost of construction and advise the City of any changes to this cost prior to advertising the project. 8. Furnish to the City, where required by the circumstances of the assignment, the engineering and/or survey data necessary for applications for routine permits by local, state and federal authorities (as distinguished from detailed applications and supporting documents for government grants-in-aid, state loan programs, planning advances or to meet the requirements of the special programs of the federal government). The Engineer shall also assist the City in obtaining approval of the aforementioned routine permit applications from local, state, and federal authorities. 9. Perform field surveys to collect information, which in the opinion of the Engineer, is required in the design of the Project including the high water marks on the chain link fence and inside the control building. A scope of work, fees, and performance schedule has been developed for a topographic survey including boundary and easement establishment (not a boundary survey). This work will be completed by Inland Geodetics under a subconsultant agreement with the Engineer. The Construction Plans developed under this contract will be tied to the City of Round Rock's Horizontal and Vertical Control Network. Construction staking of the new facilities is not included in the fee for Construction Phase services. 10. Prepare specifications and contract drawings, for construction authorized by the City and submit to the applicable local and state agencies for approval. Design elements shall include electrical, SCADA, instrumentation, structural, architectural, odor/noise abatement, process, mechanical and building mechanical, and civil. 11. Prepare plans and specifications for modifying the existing facility to treat nitrate nitrogen through adding process controls on the blowers and influent lift station, adding an anoxic basin, adding anoxic mechanical mixers and recycle pumps. 12. The specifications will be prepared in conformance with the sixteen -division format of the Construction Specification Institute and will be based upon Engineer's master specifications. The General Conditions and other Contract Documents will be the City's standard documents. 13. Prepare for review and approval by City, its legal counsel and other advisors, contract agreement forms, general and supplementary conditions of the construction contract, proposal form, invitation to bid and instructions to bidders. 14. Evaluations of the City's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by Engineer, represent Engineer's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither Engineer nor the City has control over the cost of labor, materials or equipment; over the Contractor's methods of determining bid prices; or over competitive bidding, market or negotiating conditions. Accordingly, Engineer cannot and does not warrant or represent that bids or negotiated prices will not vary from the City's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by Engineer. 15. Furnish the City all necessary copies of review sets and final approved plans, specifications, notices to bidders, and proposals. Furnish two sets of half sized prints and two sets of full sized prints of signed and approved drawings, electronic files (AutoCAD 2009 on CD ROM) to the City. 16. Provide information on utilities to be relocated in connection with the project. The City will provide excavation to determine location and depth of underground water and sewer lines. Utilities to be relocated by others shall be noted on the plans. City -owned utilities to be relocated shall also be noted on the plans. Where feasible, relocation of City -owned utilities shall be included in the construction contract. 3.0 BIDDING PHASE 1. The following scope of work under this phase will be conducted twice, once for the UV Disinfection Equipment bid package and a second time for the West WWTP Rehabilitation Project bid package. Separate fees have been provided for each task under Exhibit D — Fee Schedule. 2. Assist City in advertising for and obtaining proposals or negotiating proposals for the prime contract for construction materials, equipment and services to be performed by a contractor for the project (hereinafter called "Work"); and, where applicable, maintain a record of prospective bidders to whom Contract Documents have been issued, attend pre-bid conference and receive and process checks for Contract Documents. Checks received ftom the entities for the contract documents during bidding shall be submitted to the Owner for deposit in their desired account. Newspaper advertisements shall be paid by the City directly to the newspaper for bidding processes. 3. Issue addenda as appropriate to interpret, clarify or expand the Contract Documents. 4. Consult with City to determine the acceptability of substitute materials and equipment proposed by potential contractor(s) when substitution prior to the award of contracts is allowed by the Contract Documents. 5. Attend and conduct the bid opening and prepare bid tabulation sheets. Evaluate bids or proposals; prepare bid tabulation sheets and letter recommending award of contract to the lowest and most qualified bidder and in assembling and awarding contracts for construction materials, equipment and services. 4.0 CONSTRUCTION PHASE 1. As noted previously, there will be two bid packages produced as part of this engineering contract. The tasks under the construction phase of work will not be duplicated (i.e. submittal reviews, substantial completion, final completion, etc.). Thus, one construction phase fee has been provided for this task under Exhibit D — Fee Schedule. 2. Consult with and advise City as set forth herein and as provided in the General Conditions and Supplementary General Conditions of the Contract for Construction included in the Contract Documents for the project. The extent and limitations of the duties and responsibilities of Engineer as assigned in said Contract Documents shall not be modified, except as Engineer may otherwise agree in writing. City shall issue all instructions to the contractor performing the Work (hereinafter called "Contractor") except as otherwise provided in writing. 3. Make periodic visits to the site to observe the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the Contract Documents. In performing this service, the Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work or material; he will not be responsible for the techniques and sequences of construction or the safety precautions incident thereto, and he will not be responsible or liable in any degree for the contractors' failure to perform the construction work in accordance with the Contract Documents. During visits to the construction site, and on the basis of the Engineer's on-site observations as an experienced and qualified design professional, he will keep the City informed of the extent of the progress of the work, and advise the City of material and substantial defects and deficiencies in the work of contractors which are discovered by the Engineer or otherwise brought to the Engineer's attention in the course of construction, and may, on behalf of the City, exercise whatever rights the City may have to disapprove work and materials as failing to conform to the Contract Documents. 4. Attend and conduct the monthly progress/coordination meeting with the city, contractor and others including review of the project schedule. Make recommendations to City concerning the disapproval or rejection of Contractors' Work while it is in progress if Engineer believes that such Work will not produce a completed project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the project as reflected in the Contract Documents. Engineer shall have access to the Work at all times wherever it is in preparation or progress. 5. Consult and advise with the City; issue all instructions to the contractor requested by the City; and prepare routine change orders as required. 6. Evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor. 7. Make recommendations to City regarding the advisability of requiring special inspections or testing of the Work and have City, for the purposes of this paragraph, receive and review all certificates of inspections, testing and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents to determine generally that their content complies with the requirements of, and the results certified indicate compliance with, the Contract Documents. 8. Material testing by a Geotechnical Engineering company/lab on materials during construction is specifically excluded from the scope of work in this engineering contract. The bid packages shall specifiy that the Owner will pay the Geotechnical Engineering company/tab directly for all passing tests that are required by the bid package. All failing tests or tests taken for the Contractor's benefit stall be paid by the Contractor. 9. Act as initial interpreter of the requirements of the Contract Documents, judge the acceptability of the Work and make decisions on all claims of City and Contractor relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the Work. Engineer shall not be liable for the results of any such interpretations or decisions rendered in good faith. 10. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of materials and equipment and other data which the contractor is required to submit, only for conformance with the design concept of the Project and compliance with the information given by the Contract Documents; and assemble written guarantees which are required by the Contract Documents. 11 Determine the amount owing to Contractor based on Engineer's observations at the site and the data comprising the Application for Payment, and recommend in writing payments to Contractor in such amounts. Such recommendations of payment will constitute a representation to City that the Work has progressed to the point indicated and that, to the best of Engineer's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections of others, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by Engineer. The issuance of a recommendation will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a recommendation for payment will not be a representation that the Engineer has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the City to substantiate the Contractors right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Price. 12. Receive and review maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection and tests and approvals of equipment, which are to be provided by Contractor in accordance with the Contract Documents. Determine that their content complies with the requirements of the Contract Documents and transmit them to City with written comments. 11. Conduct, in company with the City, a preliminary and a final inspection of the Project for assessing conformance with the design concept and compliance with the Contract Documents, determining the substantial completion date for the Project, and recommending final payment to the contractor in writing. 12. Revise contract drawings, with the assistance of the City's representative, to provide record drawings of the completed Project. Furnish one set of full size paper drawings, electronic files (AutoCAD 2009 on CD ROM), and two sets of half-size prints of the record drawings to the City. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60 -day acceptance period will be corrected by the party delivering the electronic files. Engineer shall not be responsible to maintain documents stored in electronic media format after acceptance by the City. When transferring documents in electronic media format, Engineer makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by Engineer at the beginning of this Project. The City may make and retain copies of Documents for information and reference in connection with use on the Project by the City. Such Documents are not intended or represented to be suitable for reuse by the City or others on extensions of the Project or on any other project. Any such reuse or modification without written verification or adaptation by Engineer, as appropriate for the specific purpose intended, will be at the City's sole risk and without liability or legal exposure to Engineer or to Engineer's subconsultants. The City shall indemnify and hold harmless Engineer and Engineer's subconsultants from all claims, damages, losses, and expenses, including attorneys' fees arising out of or resulting there from. If there is a discrepancy between the electronic files and the hard copies, the hard copies will govern. 13. Compile, review, and comment on operation and maintenance manuals, which will be provided by Contractor in accordance with the Contract Documents. 14. Assist BRA and BCRWWS staff during start-up of the project. This work will be conducted twice under this contract, once for starting up the large bulls -eye WWTP (Le. Plant No. 3), and a second time for the smaller bulls -eye WWTP (i.e. Plant No. 2), other rehabilitated facilities, or newly constructed facilities. The Engineer shall provide technical support and professional advice regarding any unforeseen problems with the operation and maintenance of the Project for a period of 1 year to the BCRWWS. EXHIBIT C Work Schedule Attached Behind This Page zM 0 z 0 x X It. O 0 W -7 w 1 O z O 0 x 2 LL e8VHd Norma i 1 1 1 1 1 1 38VHd Ole x j .7[ 1 1 1 1 1 1 A 38VHd NOLLOf12118NO0 1 x g 1 x x 1 EXHIBIT D Fee Schedule Attached Behind This Page W 1 .41 eA %• ® G Q M "• VL 'i ,Np rl va� ^p 60 SO M M N�I� ,O ^ OqO Ir rnO t1. .-. 1 a I g.s A oao Mr a aL b k. e 0 , . , . $ v, aO' , . . 1 1 , 1 h coN V 1 , 1 . , , . . . . n 1 1 v, g v, , , •! ,o V .o , HI n a h M ,o a h X` N N Q O vt p.ri . g .yQ 8 s , ., ,Qi"..1 �g xi C I-. p n' N 1 0 a I 11.0 Discharge Permit Application i1 Nitrate -nitrogen Data Collection Sub -To 2.0 Design Phase Project Management UV Dinsinfection Bid Package Odor/Noise Abatement Process Mechanical and Building Mechanical CivII Elect'ial/SCADA/Inmumentation/Strucaual/Architectural Geotechnical Engineering S . Sub -Total 3.0 Bidding Phase UV Disinfection Equipment PrePurchasc Bid Package West WWI? Rehabilitation Project Bid Package ElcctrialtSCADA/Instrumentation/Structural/Architectural Sub -Total 4.0 Construction Phase Electria1JSCADAiZratrtunentation/Structural/Architccuaal H 4 VI C a o 1 ioNE a F 8 ..... 0 8 v e�oo`beo b O 2 ge� 41- Y - UGC LZVOT $ 1 10 04 A R 1/1 N P n R N 11-§ r 14 N to VI lA V1 O QNp q R ~ .4 CO d In a N N N N 11 Ril ca M Ncr. .t Io N 14 4{44 ///4 dap (ry4/ NN mNaN144V!y IeJi 0Mp 14 14 N N 14 14 14 14 14 14 44 14 14 14 14 to VY 14 14 14 IV 14� 14 14 14 14 4 14 1414 . y { 1414 p p po 1414 a 14 X 14 d8 ei a V 8 R C� V 114 R F 444 14 44 6 14 14 14 14 14 .gin if 14 p ei td M YI § O°1 �p Q1 M e:4 14146 R 1A . Hours 440 Direct labor Cost $ 24.328 Overhead (1.70) $ 42,357 Profit (1O%) $ 6,568 Total Labor Cost $ 72,253 Hourly Billing Rate $ 210 14 14 14 14 N c i I 0 m X i Sm i 4.V construction Services Cost Hours c 0 0 0 c VI .tiT' •a NMI H 14 N N I Y 00 8 N A co co A N N m IS N N N .�S N 64 N n an f ♦ f`T r N N N N N N N N Y1 N � Y1 N M 5 IF N SPAM N4 m ma 44 44 n {�O N BmiciRg emN 4444444444 g1 N �eo r4 44 1 N N a adt gsg �n a N N N N 44 gg N ♦ M 44 N 44 NNN .4/ V> iii it`3a'c 9yailg NEgI 1 0 N N Ca O V N EXHIBIT E Certificates of Insurance Attached Behind This Page .COREY CERTIFICATE OF LIABILITY INSURANCE OP ID BH �.� DATE(MM/DD/YYYY) 04/18/11 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 GOES 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 poiicy(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 ACEC/MARSH 701 Market St., Ste. 1100 S t . Louis MO 63101 Phone:800-338-1391 Fax:888-621-3173 I.UNIA�I NAME: LA/ No, Ext): INC, No): ADDRESS: PRODUCER CUSTOMER ID al: DCS EN -1 INSURER(S)AFFORDING COVERAGE NAIC0 INSURED DCS Engineering LLC Attn: Darren SErozewski, P.E. 6000 Shepherd Mt. Cove, #2003 Austin TX INSURERA: Hartford Insurance Company LIABILITY COMMERCIAL GENERAL LIABILITY 22357 INSURER 8 : INSURERC: INSURERD: 04/15/12 INSURER E : E 1, 000, 000 INSURER F : PREMISES (EatPU occurrence) MBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ABOVE FOR THE WITH RESPECT SUBJECT TO ALL POLICTERF (MMIDD/YYYY) POLICY PERIOD TO WHICH THIS THE TERMS, LIMITS LTR TYPE TYPE OF INSURANCE ARU INSR(MMIDD/YYYY) WVVD� POLICY NUMBER POLICY EFF A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY 84SBWPA9036 PROF. LIABILITY EXCLUDED 04/15/11 04/15/12 EACH OCCURRENCE E 1, 000, 000 X PREMISES (EatPU occurrence) 51,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) S 10 0 00 PERSONAL&ADVINJURY , S 1, 000, 000 GENERAL AGGREGATE S 2, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S 2 0 0 0 0 0 0 POLICY I I ACT LOC , , S A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 84SBWPA9036 04/15/11 04/15/12 COMBINED SINGLE LIMIT (Ea accident) S 1, OOO, OOO BODILY INJURY (Per person) S BODILY INJURY (Per accident) S X PROPERTY DAMAGE (Per accident) S X S $ A UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE 84SBWPA9036 04/15/11 04/15/12 EACH OCCURRENCE S 1, 000, 000 X AGGREGATE S 1, 000, 000 DEDUCTIBLE RETENTION S S S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS Y I N N/ A 84WEGVY4085 04/15/11 04/15/12 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT S 1 , 0 0 0, 0 0 0 below E.L. DISEASE - EA EMPLOYEE S 1, 0 00 , 0 00 E.L. DISEASE - POLICY LIMIT S 1, 0 0 0 , 0 0 0 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, I more space is required) Re: HCRWWS West Wastewater Treatement Plant Rehabilitation Project - The City of Round Rock is included as additional insured for above coverages except WC as required by written contract. --------------- CANCELLATION CITYOF City of Round Rock Attn: City Manager 221 E. 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 ACORD 25 (2009/09) COROtoi�A''D�I)[Tlt) rights reserved. The ACORD name and logo are registered marks of ACORD itSc3fr CERTIFICATE OF LIABILITY INSURANCE OPID BR DATESAUDORrYY1° 04/18/11 THIS CERTIFICATE I8 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 pollcy(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 lieu of such endorsement(s). _ PRODUCER AC/MARSH EC 01 Market St., Ste. 1100 8t:. Louie MO 63101 Phones 800-338-3.393. Fax:888-621-3173 Mr" o. Ertl:1 FAX AIDC H . No pOH (MMID � MORESS: cuaroMEERRIDa: DCSBN-1 INSURERS) AFFORDING COVERAGE NAtc/ INSURED DCS En inset ri LLC 6000Shepherd0t. Cove, #2003 IISURERA: RLI Insurance Company • INSURER B: INSURER c: 0 INSURER 0 : UAMAUt IV lit#IItU PREMISES (FA occurrence) INSURER E : INSURER P : MED EXP (My one Nin) CERTIFICATE NUMBER: REVISION NUMBER: THIS 18 TO CERTIFY THAT THE POUC ES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. AND CONDITIONS OF SUCH POUCIES. LINTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. p�EXCLUSIONS `t� TYPE OR INSURANCE AubtINSR MSR sum YAM AM POLICY NUMBER AUK pOH (MMID � UNITS GENERAL LIABILITY COMMERCIAL GENERAL UABIUTY • EACH OCCURRENCE 0 UAMAUt IV lit#IItU PREMISES (FA occurrence) f 1 CLAIMS -MADE OCCUR MED EXP (My one Nin) $ PERSONAL B ADV INJURY $ GENERAL AGGREGATE $ GENT. —1 AGGREGATE LIMIT APPLIES PER POLICY n E7 n LOC PRODUCTS -COMP/OPAGO 0 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LI,IIT (Es accident)i BODILY INJURY (Per person) $ BODILY INJURY (Per saidenl) i PROPERTY DAMAGE (Per sodden° i $ $ UMBRELLA LIAR H occUR EXCESS LIAR ams -..E DEDUCTIBLE RETENTION s EACH OCCURRENCE $ AGGREGATE $ $ $ WO AND ANY f(MFand NDESCRIPrNONsalb. ERS COMPENSATION EMPLOYER" UABIUTY Y! N WIA WC STATD- (TORY LII ITS 1 PROPRIETORIPARTNERIFXECUT InFNH°REXCLUOEOT OF blow EL EACH ACCIDENT $ E.LDISEASE -EAEMPLOYEE $ EL DISEASE • POLICY LIMIT $ A Professional Liability RDP0003901 04/15/11 04/15/12 Claim $1,000,000 Aggregate $1,000,000 DE R ION RAT OPEIONS I LOCATIONS I VEHICLES (Mach ACORO 101. Addilonel Remarks Schad"N more space Is required) Policy is not project specific. R CANCELLATION CXTYOF City of Round Rock Attn: City Manager 221 E. Main Street Ropnd 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 ACORD 23 (2009109) *04(41 d97CCgtO1liF lrg"1Rii rights reserved. The ACORD name and logo are registered marks of ACORD