Loading...
R-12-01-26-9D1 - 1/26/2012 RESOLUTION NO. R-12-01-26-9D1 WHEREAS, the City of Round Rock desires to retain engineering services for the Arterial Improvement Program—Bottleneck Projects,and WHEREAS, Baker-Aicklen &Associates, Inc. has submitted a Contract for Engineering Services to provide said services,and WHEREAS, the City Council desires to enter into said contract with Baker-Aicklen & Associates,Inc.,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Contract for Engineering Services with Baker-Aicklen& Associates, Inc. for the Arterial Improvement Program — Bottleneck Projects, 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 26th day of January, 2012. rn ALAN MCGRAW,Mayor City of Round Rock, Texas ATTEST: , �3�%�l�t • � , SARA L. WHITE, City Clerk 0:\wdox\SCC1nts\0112\1204\MUNICIPAL\00241424.DOC/me EXHIBIT „A» IROUND MCK TEXAS WRME PASS=PROSPUM CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FOR ARTERIAL IMPROVEMENT PROGRAM-BOTTLENECK PROJECTS FIRM: BAKER-AICKLEN&ASSOCIATES, INC. ("Engineer") ADDRESS: 507 W.Liberty Avenue.Round Rock,TX 78664 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into to be effective on , 2011 by and between the CITY OF ROUND ROCK,a Texas home-rule municipal corporation,whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled"Professional Services Procurement Act"provides for the procurement by municipalities of services of professional engineers;and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev. 12/11 0199.1302;00239615 TX05BTL 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 a Work Schedule to be agreed upon between City and Engineer as part of the Work Authorization provided in Article 7 herein, "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services included in the Work Authorization 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. This Agreement shall be from the date hereof and shall terminate at the close of business on the 31st day of the month of December, 2014, or as otherwise terminated as provided in Article 20 entitled "Termination." 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 helshelit 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. i (3) Work Authorization. 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 all engineering services performed and to be performed under this Contract. Engineer shall be paid on the basis of actual salaries paid for actual hours worked for employees performing work associated with this Contract, plus a fixed fee of 12%, plus an overhead rate of 191%. The Fee Schedule attached hereto as Exhibit C sets forth the labor cost utilized to compute the amount payable under this Contract, as provided below. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsultant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of One Hundred Thousand Dollars, ($100,000.00). Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for +�+ such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services". i Satisfactory progress of work shall be an absolute condition of payment. a The maximum amount payable herein may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. i Engineer shall prepare and submit to City, not more frequently than once a month, an invoice showing Engineering Services performed. This submittal shall also include a progress assessment report in a form acceptable to City. I 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 Engineering Services 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. 1 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 WORK AUTHORIZATION The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Work Authorization regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Work Authorization has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: John Dean Transportation Planner 2008 Enterprise Drive Round Rock,TX 78664 Telephone Number(512) 218-6617 Fax Number(512) 218-5563 Email Address jdean0round-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: Leah J. Coffman, P.E. Project Manager 507 W.Liberty Avenue Round Rock,TX 78664 Telephone Number(512)628-2208 Fax Number(512)244-9623 Email Address lcoffman@baker-aicklen.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 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. 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 fumislied 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 i 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 j 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 this Contract when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign,subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form,in writing,by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City,or any authorized representatives of it,shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default,breach of contract,or violation of contract 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 patties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer,upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole i judge. Should City terminate this Contract under Subsection (4) immediately above, then the 9. 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 perfonnance 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. 1 ' 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 and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances,rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales,Excise,and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, 10. omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold City harmless from any and all expenses,including but not limited to attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such 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 a 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 helshe/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 a project. 11. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 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 D 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 i 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 partiewhereto in writing. ^� ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to this Contract, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock,TX 78664 13. and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Leah J. Coffinan,P.E. Project Manager 507 W. Liberty Avenue Round Rock,TX 78664 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 snakes no warranties, express or implied, under this Contract or otherwise,in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Eng'ineer's experience and qualifications and represents its 14. 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 he 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 Stephan L. Sheets, City Attorney ATTEST: By: Sara L.White, City Secretary BAKER-AICKLEN&ASSOCIATES,INC. By: X&Q�A 7/1� Signature of Prin atD20id S L_u n J CF-z) Printed Name• T�/_ V 15. LIST OF EXHIBITS ATTACHED (1)Exhibit A City Services (2)Exhibit B Engineering Services (3)Exhibit C Fee Schedule (4) Exhibit D Certificates of Insurance i i EXHIBIT A I City Services I The City will provide the following items/information for the ENGINEER under this agreement: 1. Pertinent data related to specific work orders. 2. Timeline for submissions. 3. Meet with ENGINEER on an as-needed basis depending on the work order. 4. Review submittals and provide comments. i EXHIBIT B Engineering Services The work to be performed by Baker-Aicklen & Associates, Inc. (ENGINEER) under this contract shall primarily involve engineering services for various transportation projects addressing bottlenecks within the City of Round Rock,Texas. CONTRACT CONSTRAINTS AND CONDITIONS A. The CITY will be the principal point of contact for public or private inquiries regarding the project. B. The ENGINEER shall obtain CITY's approval prior to beginning any work order. C. The ENGINEER will solicit and secure written permission for entry prior to performing any work outside the existing right-of-way line. D. The ENGINEER will complete work as per City of Round Rock standards and specifications. TASK OUTLINE Task 1:Polect Mawgenren A. Prepare project correspondence including reports, record keeping, letters as necessary depending on the specific work order. B. Prepare monthly invoices when a work order is in progress. C. Attend progress meetings as requited during the duration of the project. D. Attend meeting with CITY staff to review results of work order deliverables. Task 2: Work Order Tasks The ENGINEER shall provide the following typical services that are expected under this contract: A. Topographic surveys.(No subsurface utilities are included) B. Schematic development. C. Exhibits for meetings. D. Right-of-way documents. E. Preparation of Plans, Specifications, & Estimates (PS&E) for roadways, pavement marking and signing,signal design,traffic control plans,etc. F. Traffic modeling and simulations. G. Programming assistance and construction cost estimates. H. Review of PS&E and associated documents prepared by others. I. Environmental services and assistance. J. Utility identification and coordination. (No subsurface utilities are included) K. Perform other engineering tasks as required by specific work orders. 1 i It should be noted that due to the nature of the contract, all of the above services may not be required of any single work order, but a combination of these may be required depending upon the nature of the work. The specific services to be provided will be finalized during the execution of the work orders. Task 3: Quality Cony•ol Review A. Provide quality control reviews of deliverables prior to submittal to the CITY. A specific quality control plan will be developed for each assignment. r DELIVERABLES REQUIRED OF THE ENGINEER i The deliverable dates will be finalized with the CITY with each specific work order. 2 EXHIBIT C Fee Schedule Funs. ;. .....Sheet Sr.Project Project : .Sr.Project ;.: :Eng. Admin. . . .:Hours Total Code Task Desdiption Total Manager :Mane er`: :En sneer :'Desi ner Asst. $195.88 $142.59 $117.33 $95.33 $72.52 Direct Rate $60.10 $43.75 $36.00 $29.25 $22.25 Labor Rates w/overhead and fixed fee $195.88 $142.59 $117.33 $95.33 $72.52 OH 191.00% Fee 12% EXHIBIT D i Certificate of Insurance Attached Behind This Page Client#:162272 BAKERAIC ACORD. CERTIFICATE OF LIABILITY INSURANCE °111 ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOLES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURHR(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder Is an ADDITIONAL INSURED,1 a pollCy(les must be endorsed.it SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s), PRODUCER Debi Wylie USI Southwest t.512-651.4159 Nn:512-467.0113 7600 B N.Cap of Tx Hwy.#200 Austin,Texas 78731 Ess: CUSTOMER INSURER AFFORDINOCOVERAGE NAILS WSUREO INSURER A:Hudson Insurance Company 25054 Baker Aicklen&Associates,Inc. INSURER s i 507 W.Marty Avenue IISURERC: Round Rock,TX 78664 INSURER D s INSURER at INSURER r-: COVERAGE$ - COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATeO.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WINCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICMS DESCRIBED HEROIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAD CLAIMS. SR kOOL wFaOFINSUPANCH POUCYNVMeeR 12=6 woffm LI►NTs OEIERALLIASILITY EACHOOCURRENCE S r::7GINERALAOM LGENERALUABRnY•MAOE F-1OCCUR MEOEXP ana raanPERSONAL S AoV DUURY S OM 1 a OERLAGOMOATELIWTAPPI.NESPSR: PRAOUCCTS-CO%~Aae s P110 POLICY LOC I S AUTOMOBR.ELIABRn (Ea Y El60":OSINOLELILNTNrp S ( alt ANYAUTO eODLYWAIRY(Parpsr" s ALL OWNED AUTOS 8O0ILYWAJRV(Pwaaldaa4 a $C"EDUI.EO AUTOS PROPEW DAMAGE MMOAJTOS (Peracddent) a NoN•ow"AUTOS S s ums"u'A LIA9Hoccua EACH OCCURRENCE i 01088st" CLAWS-MAA AaoREOATE s oEOUCTNKE s i lemur" s s "ORIERSCOMPENSATION ATU DTH- FR AND EMPLOYERS'LIABILITY ANYPROPMETOHIPARTNER&WOUTIVEM NIA El.EACH ACON ENT s �R.ExCLUDEO? EA DISEASE �dasabauader VA-R EASE•POLIC UM1T IS A Professional LiabJAEE7282100 5/2112011 051211201 $2,000,000 per claim Claims Made Pol. Retro:05101/81 $2,000,000 annl aggr. DESCRVMM OF OPERATNNNS)LOCATIONS!VEINCLEB(At1seA ACORO 101,AddlSenal Rwaarks SehOW6.M mon SPUDIS ragoUad) Prof Liab:The aggregate limit Is the total insurance available for claims presented within the policy period for all operations of Insured. The limit will be reduced by payment of Indemnity and expense. CERTIFICATE HOLDER CANCELLATION The City of Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE E EXPIRATION DATE 2008 Enterprise Drive ACCORDANCE WITH THE POLICY DIE DELIVERED W PROVISIONS. Round Rock TX 78664 • AWHORItlOREPRESENTATNE wraWl/10-rte 61988.2009 ACORD CORPORATION.All rights reserved. ACORD 25(2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD 066656513IM6010741 PDDZP A,✓ CERTIFICATE OF LIABILITY INSURANCE DATIKIKINDDrY" 11/14/2011 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: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must be endorsed. if SUBROGATION 18 WAIVED,subject to the terns and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder to lieu of such endorsemen s. PRODUCSR W1,4T Karen Chandler Brookshire Insurance Agency E (63.2)352-6376 volt ta12I�s2•sstl 1611 granger Road karen6brookshireins.can ftIMUSTOMmM,00001352 Taylor TX 76574 INsv AFFORDING COVERAGE =25666 INSURED wsu The Travelers Llo da InsIN IIThe Charter Oak Fire InsBaker-Aicklen a Associates Inc mitcThe Travelers Indemnit 507 W. Liberty Ave N DThe Travelers Indemnit INSURER s Round Rock TX 78664 INSUIUM F= COVERAGES CERTIFICATE NUMBER:CL113900533 REVISION NUMBER: THIS 13 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY RECUIREMENT,TERM OR CONOITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VMCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REOUCEO BY PAID CLAIMS. IYM OF INSURANCE Pima wilm 8 LIMITS GENERALLIABIUTY EACH OO NCE $ 1,000,000 X COMLwt0xGENER0LL1ABaRYt 300,000 A CLAIMS-MAGE® CCUR OACP892216731 /20/2017 /20/2012 MWExp &* $ 51000 MAONALaADVINwRY S 1.000,000 cIENERALAGCREGATE $ 2,000,00o GERLAGISMATELUTAPPLIESPER PIMMTS-COWMAG0 4 2,000,000 PawY X a FILOC s AVTOMOBILELIABRnY COhO D UIff 8 11000,000 X ANYAUTID BODILY INAW B ALLOVII19DAUTOS 091316193 /20/2011 /20/2012 S e0011Y"Aw(Panc"No S SCHEMED AUTOS PROPERLY OMAWE NAWAUT+OS (Ptrtocidrd) S NON•OWNED AUTOS S $ C X UMBRELLALIAB X OAR EACHOCCUIVWJM $ 5,000,000 eXCIEWU CLAIMS-WM AGGREGATE S 580001000 DEDUCTIBLE S i X RBTENrON S 10 000 UP8664Y98A /20/2011 /20/2012 S -10 D WORKERS COLIPBNSATION x ANOEMPLOYERS'UASUM ANY PROPRBTONANRTtN:MEXECUTWE YIN E,LEACNAOCIOENT S 11000,000 I �RE7iCW0E01 a NWA e-5671Y18 /20/2011 /20/2012 �pyypp,, Y yN►0�� E.LasEASE.EA�.mLOY E 1.000.000 OESCPoPT�rr OF OPERA IONS bftM EL.0I$We-POLICY LWT s 1QQO,022 DESCFJMM OF OPERATIONS/LOCATIONS r VaIBCLEB(Mbch AODRD 101,AddWMd RNn M&A"o%U warttpmt tt c"W" CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Round Rook ACCORDANCE WITH THE POLICY PROVISIONS. 2008 Xnterprise Dr Round Rock, TX 76664 AUTHOMMREPRBBENTATlVE R. Brent Kriegel/107C �. 0""j. ACORD 25(2000M) ®1888-2009 ACORD CORPORATION.All rights reserved. INS025rm0000lheACORD name and logo are registered marks of ACORD =_,�.� •• i rRMIDKROCTEXAS CityCauncil Agenda Summary Sheet PASSION.PROSPSM Agenda Item No. 9D1. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with Baker-Aicklen & Associates, Inc. for the Arterial Improvement Program — Agenda Caption: Bottleneck Projects. Meeting Date: January 26,2012 Department: Transportation Staff Person making presentation: Gary Hudder Transportation Director Item Summary: On June 23, 2011 the City Council provided funding for the Arterial Improvement Program - Bottleneck Projects. This program is directed at addressing bottlenecks in the transportation system, such as right and left turn lanes at key intersections in the community. Work which is currently being performed related to this program includes a right turn lane for southbound traffic on Red Bud Lane at Gattis School Road, a right turn lane for northbound traffic on Red Bud Lane at Forest Creek Drive, and a right turn lane on University Boulevard for eastbound traffic at Sunrise Road. The first two projects have already been awarded for construction,and the third project is anticipated to be ready for bid in February. As a part of the five year capital improvement program recently adopted by Council, additional funds were provided toward this program to further address bottlenecks in our community. This action was approved by the Council at their September 22,2011 meeting. Subsequently, staff conducted a request for qualifications process with local engineering firms to perform work related to this project. During this process, staff determined that five local engineering firms are qualified to perform this work, and that a work authorization type of contract with each of these firms would be the most appropriate method by which to administer this program. This arrangement would allow projects to proceed forward expeditiously, and by utilizing multiple firms it will allow the City to spread the work around equitably. This arrangement will also ensure that no one firm gets bogged down with multiple projects. Therefore, this work authorization contract with Baker Aicklen & Associates, Inc. in the amount of $100,000 will allow for work on various bottleneck projects in Round Rock. This contract will expire on December 31, 2014. Cost: $100,000 Source of Funds: Type B Corporation Funds Date of Public Hearing(if required): N/A Recommended Action: Approval EXECUTED DOCUMENTS FOLLOW JRQrND ROCK,TEXAS PMON PROSPOM CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FOR ARTERIAL IMPROVEMENT PROGRAM-BOTTLENECK PROJECTS FIRM: BAKER-AICKLEN &ASSOCIATES, INC. ("Enitineer") ADDRESS: 507 W.Liberty Avenue,Round Rock,TX 78664 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into to be effective on 41 , 2011by and between the CITY OF ROUND ROCK,a Texas home-rule mu ' ipal 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 set-vices; 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. 12/11 0199.1302;00239615 TX05BTL 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 a Work Schedule to be agreed upon between City and Engineer as part of the Work Authorization provided in Article 7 herein, "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services included in the Work Authorization 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. This Agreement shall be from the date hereof and shall terminate at the close of business on the 31st day of the month of December, 2014, or as otherwise terminated as provided in Article 20 entitled "Termination." 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. I (3) Work Authorization. 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 all engineering services performed and to be performed under this Contract. Engineer shall be paid on the basis of actual salaries paid for actual hours worked for employees performing work associated with this Contract, plus a fixed fee of 12%, plus an overhead rate of 191%. The Fee Schedule attached hereto as Exhibit C sets forth the labor cost utilized to compute the amount payable under this Contract, as provided below. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsuitant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of One Hundred Thousand Dollars, ($100,000.00). Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services". Satisfactory progress of work shall be an absolute condition of payment. The maximum amount payable herein may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE S 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 a month, an invoice showing Engineering Services performed. This submittal shall also include a progress assessment report in a form acceptable to City. j 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 Engineering Services 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. i 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 WORK AUTHORIZATION The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Work Authorization regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Work Authorization has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: John Dean Transportation Planner 2008 Enterprise Drive Round Rock,TX 78664 Telephone Number(512) 218-6617 Fax Number(512) 218-5563 Email Address idean0round-rockums 4. i 1 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: Leah J. Coffman, P.E. Project Manager 507 W. Liberty Avenue Round Rock,TX 78664 Telephone Number(512) 628-2208 Fax Number(512)244-9623 Email Address Icoffinan@baker-aicklen.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 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. t { 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. 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 Sei vices 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. I 6. f E 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 furnislied 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. i 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 pennitted. 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 this Contract when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign,subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form,in writing,by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terns or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer,upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Should City terminate this Contract under Subsection (4) immediately above, then the 9. E i f 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 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 shalt comply with all applicable federal, state and local laws, statutes, codes, ordinances,rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise,and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, 10. i omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold City harmless from any and all expenses,including but not limited to attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such 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 a 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 a project. 11. ARTICLE 26 INSURANCE (1) Insurance. Engineer,at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 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 E 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 D herein entitled"Certificates of Insurance." ARTICLE 27 COPYRIGHTS r 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. i� I 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 this Contract, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock,TX 78664 13. and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Leah J. Coffinan,P.E. Project Manager 507 W. Liberty Avenue Round Rock,TX 78664 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. f Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its 14. I 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 4APPVED AS TO FO M: By: 41 A an McGraw,Mayor beets, City Attorney ATTEST: By: - _ Sara L. White, City t(„ BAKER-AICKLEN &ASSOCIATES, INC. By: Signature of PrinZa lL420& 5f rul" n, CFO Printed Name: . I 15. LIST OF EXHIBITS ATTACHED (1)Exhibit A City Services (2)Exhibit B Engineering Services (3)Exhibit C Fee Schedule (4)Exhibit D Certificates of Insurance i i EXHIBIT A City Services I The City will provide the following items/information for the ENGINEER under this agreement: 1. Pertinent data related to specific work orders. 2. Timeline for submissions. 3. Meet with ENGINEER on an as-needed basis depending on the work order. 4. Review submittals and provide comments. i EXHIBIT B Engineering Services The work to be performed by Baker-Aicklen & Associates, Inc. (ENGINEER) under this contract shall primarily involve engineering services for various transportation projects addressing bottlenecks within the City of Round Rock,Texas. CONTRACT CONSTRAINTS AND CONDITIONS A. The CITY will be the principal point of contact for public or private inquiries regarding the project. B. The ENGINEER shall obtain CITY's approval prior to beginning any work order. C. The ENGINEER will solicit and secure written permission for entry prior to performing any work outside the existing right-of-way line. D. The ENGINEER will complete work as per City of Round Rock standards and specifications. TASK OUTLINE Task 1:Project Mawgenient A. Prepare project correspondence including reports, record keeping, letters as necessary depending on the specific work order. B. Prepare monthly invoices when a work order is in progress. C. Attend progress meetings as required during the duration of the project. D. Attend meeting with CITY staff to review results of work order deliverables. Task 2: Work Order Tasks- The asksThe ENGINEER shall provide the following typical services that are expected under this contract: A. Topographic surveys. (No subsurface utilities are included) B. Schematic development. C. Exhibits for meetings. D. Right-of-way documents. E. Preparation of Plans, Specifications, & Estimates (PS&E) for roadways, pavement marking and signing,signal design,traffic control plans, etc. F. Traffic modeling and simulations. G. Programming assistance and construction cost estimates. H. Review of PS&E and associated documents prepared by others. I. Environmental services and assistance. J. Utility identification and coordination. (No subsurface utilities are included) K. Perform other engineering tasks as required by specific work orders. 1 i i i I i It should be noted that due to the nature of the contract, all of the above services may not be an sin required of le work order, but a combination of these q Y g may be required depending upon q p g P the nature of the work. The specific services to be provided will be finalized during the execution of the work orders. Task 3: Qttality Control Review A. Provide quality control reviews of deliverables prior to submittal to the CITY. A specific quality control plan will be developed for each assignment. DELIVERABLES REQUIRED OF THE ENGINEER The deliverable dates will be finalized with the CITY with each specific work order. 2 EXHIBIT C Fee Schedule Funs. Sheet Sr. Project Project .Sr.Project :.: ::Eng. Admin. : ; . Hours Total Task Description Code Total Manager r:Mana er :fn ineer :'Desi ner Asst. $195.88 $142.59 $117.33 $95.33 $72.52 Direct Rate $60.10 $43.75 $36.00 $29.25 $22.25 Labor Rates w/overhead and fixed fee $195.88 $142.59 $117.33 $95.33 $72.52 OH 191.00% Fee 12% EXHIBIT D Certificate of Insurance Attached Behind This Page I Client#:162272 BAKERAIC ACORD. CERTIFICATE OF LIABILITY INSURANCE oA11114/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the po Icy es must be endorsed.If SUBROGATION 18 WAIVED,su ect 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 Debi Wylie USI Southwest 1.512-651.4139 1 Vc.not.512-467-0113 7600 B N.Cap of Tx Hwy.#200 -oREssl Austin,Texas 78731 PROD ER u INSURERI AFFORDING COVERAGE MAIC/ ENSURED INSURER A:Hudson Insurance Company 25054 Baker-Aicklen&Associates,Inc. INSURER e r 507 W.Liberty Avenue INSURER C: Round Rock,TX 78664 INSURER G; RISURBR E s INSURER F; COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1TYPE OF INSURANCE INSR POLICY NUMBER MLIMY Mal LIMITS GENERAL LIABILITY EACH OOCURRENCE S COMMERCIAL GENERAL LIABILITY MI n a S CLAIMS-MACE D OCCUR MED EXP ea. lumm) S PERSONAL SADV INJURY $ GENERALAGOR90ATE S GEHLAGGREGATELIMIT APPLIES PER: PRODUCTS-COW70PAGO S POLICY PRa -1 F LOC S AUTOMOBILE LIABILITY COMBINEO SINGLE LIMIT ANYAUTO (EsacdchM) S ALL OWNED AUTOS BOOILYENJURY(Psrpetwo 5 SCHEDULEDAVTOS BODILY INJURY(Peracekleal) S HMOAUTOS PROPEROE S (Per seeidenoril)q NON OWNED AUTOS S 5 UMBRELLA LIAOOCCUR EACHOCCURRENCE $ EXCESS LEAS HCLAIMS-MAOE AGGREGATE S DEDUCTIBLE S TENTION S S WORKERS COMPENSATION A OIFITN- AND EMPLOYERS'LIABILITY ANYPSXECUTNEyy EL.EACH ACCIDENT NIA S (MandotwylaNN) EA.DISEASE-EAEMPLOYEES$ E dosed*wider DE PT OF OPE 8 E.L.DISEASE.POL YLIMIT I S A Professional Liab AEE7262100 5/21/2011 05/21/201 $2,000,000 per claim Claims Made Pol. Retro:05101/84 1 $2,000,000 anni aggr. DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(IUiach ACORD 101,Addifoml Remarks Schedule,N more apace is required) Prof Liab:The aggregate limit is the total insurance available for claims presented within the policy period for all operations of Insured. The limit will be reduced by payment of Indemnity and expense. CERTIFICATE HOLDER CANCELLATION The City of Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2008 Enterprise Drive THE EXPIRATION DATETHEREOF,NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. Round Rock,TX 78664 AUTHORING REPRESENTATIVE �E. wrNG TM 01988-2009 ACORD CORPORATION.All rights reserved. ACORD 26(2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD 086656513/M6019741 PDDZP CERTIFICATE OF LIABILITY INSURANCEDATE(LIMI WYYYY) _r 17./14/2011 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. If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder to lieu of such endorsement(s). PRODUCER „cow ACTKaren Chandler AN ,Brookshire Insurance Agency =Ut (S12)352-6376 cs19)as9-sssl 1611 Granger Road L .karen6brookshireins.cam R CER 00001352 Taylor TX 76574 INSURER AFFORDING COVERAGEManS682 INSURED INSU E :The Travelers Lloyds Insu IN URERe The Charter Oak Fire Ins Baker-Aioklen & Associates Inc _maUaERcThe Travelers Indemnit C507 F9. Liberty Ave IN6U DThe Travelers Indemnit C Rpund Rook TX 78664 INSURER II: COVERAGES CERTIFICATE NUMBER.06113900533 REVISION NUMBER; THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT.TERM OR CONOITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE I=im ICYNUU92RPEFF LIMRs GENERALLIABILITY EACH OCCURRENCE S 1,000,000 X COLB. RCIAI.GENERALLIABILITY FREMISESIFAWAMMI S 300,000 A CWMSdMDE ®OCCUR PACPS922L732 /90/2011 /20/1012 MEOEXP oM enan1 $ 5,000 PERSONALSADVINJURY S 11000,000 QENERALAC6REGATE S 2,000,o00 GEI&AGGREGATE LUM APPLIES PER: PRODUCTS-COMPIOPAGO 2,000,000 POLICY mim LOC S AUTOMOBILELL48ILFTY COMBINED SINGLE UWT S 1000,000 X ANY AUTO (Ea ac ideaq B ALLOWNEDAJT08 0913L193 /20/2011 /20/2012BODILYINJURY(Pepws” S SCJIEOULEOAtTr08 SOOILYINJURY(Perscddent) S PROPERTY DAMAGE $ HIREOAUrOS (Peraeddent) NON- WVNED AUTOS S $ X UMBRELLA UAB X OCCUR EACH OCCURRENCE S 510001000 PXCESSLIAI CLAIMS41ADE AGGREGATE S 5.0001000 DFAIJOTIBLE g X ETfeNT10N S 10.000 xSxCUP8664Y94A /20/2011 /20/2012 S D WORKERS COMPENSATION X A AND EMPLOY9018'LIABILITY ANY PROPPATOR�ARTNERIEXECUTIVE YIN a NJAE.I. 1 E. RAC14ACCIDENT S 11000,000 OFFICEMMEMBEREXCLUDED? OUndalmIdNH) e-5671Y18 /20/2011 /20/2012 6L DISEASE-EA EMPLOYE 3 11000,000 Ir_ysa,d�T10I1 OPERA IONSW. E.LDISEASE-POLICY UMIT S 1,Q00,O DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,AddiftwalRomaftSchodule,Ilnaroepaoolalogaked) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Round Rock ACCORDANCE WITH THE POLICY PROVISIONS. 2008 Enterprise Dr AUTHOlU2EDRlPRl8lNTATNE Round Rock, TX 78664 R. Brent Kriegel/XDC R. a RR - ACORD 25(2009109) ®1988-2008 ACORD CORPORATION.All rights reserved. (N8025(zoow The ACORD name and logo are registered marks of ACORD i