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R-12-01-26-9D2 - 1/26/2012 RESOLUTION NO. R-12-01-26-9D2 WHEREAS, the City of Round Rock desires to retain engineering services for the Arterial Improvement Program—Bottleneck Projects,and WHEREAS, Huggins/Seiler & Associates, LP has submitted a Contract for Engineering Services to provide said services,and WHEREAS, the City Council desires to enter into said contract with Huggins/Seiler & Associates,LP 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 Huggins/Seiler&Associates,LP 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. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City C erk O:\wdox\SCClnts\0112\1204\MUNICEPAL\00241475.DOC/rmc EXHIBIT „A„ 'ROUND ROCK, URPOSE PMOTEXAS PX PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FOR ARTERIAL IMPROVEMENT PROGRAM-BOTTLENECK PROJECTS FIRM: HUGGINS/SEILER&ASSOCIATES,LP ("Engineer") ADDRESS: 116 East Main Street,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 docurnent 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.2/11 0199.1300;00239563 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 sei vices 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 31 st 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/shelit determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2. (3) 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 150%. 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". 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 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit. to City, not more frequently than once a month, an invoice showing Engineering Services performed. This submittal shall also include a progress assessment report in a form acceptable to City. 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. 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 jdean(c�round-rock tx.us 4. City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: T. G. Martin,P.E. Engineering Manager 116 East Main Street Round Rock,TX 78664 Telephone Number(512) 828-0406 Fax Number(512) 828-0429 Email Address tmartin@lisaengineering.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 helshe/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 chane in 1 the scope, complexity or character of g g ( ) A � p Y the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings,specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents,completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees,resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this.Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals >: . to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing,using and maintaining the Project. 7. City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with 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 Sei vices performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract,or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing,of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party,upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer,upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. 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 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 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 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. U. 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. Without limiting an of the other obligations or 2 Subconsultant Insurance. g y g 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(34)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 r,Engineer for govenunental 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 without 'n this Contract in whole or in pail, b operation of law or otherwise, any interest i p y p 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: T. G. Martin, P.E. Engineering Manager 116 East Main Street 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 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. judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review,or determination to be arbitrary,capricious,or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROUND ROCK,TEXAS APPROVED AS TO FORM: By: Alan McGraw,Mayor Stephan L. Sheets,City Attorney ATTEST: By: Sara L.White,City Secretary HUGGINS/SEILER &ASSOCIATES, LP By: Signat o P ci Printed Namew1 / L in's 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 EXHIBIT A City Services 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. ER on an as-needed basis depending 3. Meet with ENGINE p g on the work order. 4. Review submittals and provide comments. EXHIBIT B Engineering Services The work to be performed by Huggins/Seiler&Associates, LP (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 Management 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: WOI k 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 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 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 DIRECT LABOR -RATE UNITS Project Manager Engineer Engineering Specialist Engineer IV Engineering Specialist IV Engineer III Engineering Specialigit ill Engineer 11 Engineering SpRiialist II Engineer Engineering Specialist Engineering Technician IV Engineering Technician III ngineering in Training 11 ngineering in I raining ngineering Technician 11 Engineering Technician ministrative Ill Administrative 11 Administrative Clerical EXHIBIT D Certificate of Insurance Attached Behind This Page CERTIFICATE OF LIABILITY INSURANCE Date: 11/28/2011 TDI number required.Please refer W the PRODUCER: Texas Dept of Insurance website: htto:/Avww.tdi.statetx-us► BON Insurance Grow 4544 Post Oak Place Suite X20 COMPANIES AFFORDING COVERAGE 701 MHouston TX 77027 ne:713-463-4550 E-mall:smient>abakmm.com Travelers Casualty and Surely Company of America 5217 TDI 692M ID 768246 A INSURED: B Huaalne/Seller&Associates LP C 1%East Main Round Rock.TX 76664 D Phone:(51&28-0406 E-mall:smurohvwhsaenaineedno com THIS IS TO CERTIFY THAT the Insured named above Is Insured by the Companies listed above with respect to the business operations hereinafter described,for the types of insurance and In accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF POLICY EFFECTIVE EXPIRATION LIMITS LTR INSURANCE NUMBER DATE DATE GENERAL LIABILITY GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL&ADV.INJURY $ EACH OCCURRENCE $ FIRE DAMAGE(Any one fke) $ MED.EXPENSE(Any one person) $ AUTOMOBILE i BI D SINGLE LIMIT $ BODILY INJURY(Per person) $ BODILY INJURY(Per accident) S PROPERTY DAMAGE $ EXCESS AB{ TY EACM OCCURRENCE $ AGGREGATE $ WORKERS'COMPENSATION STAT UTORY LIMITS $ AND EMPLOYERS'LIABILITY EACH ACCIDENT $ DISEASE-POLICY LIMIT $ DISEASE-EACH EMPLOYEE $ A PROFESSIONAL LIABILITY 1053-17711 12/12/2011 12/12/2012 Each Claim $2,000,000 Aggregate $2,000,000 BUILDERS'RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONSILOCATIONS/VEHICLESISPECIAL ITEMSIEXCEPTIONS The C@y o Round Rock is name as additlonal insured with respect to all policies except 'Workers' Compensation and Em overs' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof,the Issuing company will mail thirty(30)days written notice to the certificate holder named below. CERTIFICATE HOLDER: City Manager City of Round Rode SIGNATURE OF AefNT LICENSED IN STATE OF TEXAS 221 E.Main Street Round Rode,Texas 76664 Typed Name: wren Johnson Tilte: Executive Vice President 128384 Page 1 00650-1-2008 Certificate ofLiability Insurance J®RO!UNDRUCK MAS _:. yCouncil Agenda Summary Sheet PAS OK PROSKKff Agenda Item No. 9D2. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with Huggins/Seiler & Associates, LP 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 Huggins Seiler and Associates (HSA) 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 l l { 'ROUND ROCK,TEXAS PURPOSE P&WON.PROS PAY. CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FOR ARTERIAL IMPROVEMENT PROGRAM-BOTTLENECK PROJECTS FIRM: HUGGINS/SELLER&ASSOCIATES,LP ("Engineer") ADDRESS: 116 East Main Street,Round Rock,TX 78664 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT F ENGINEER G SERVICES ("Contract") is made and entered into to be effective on _��( "� , 201�by and between the CITY OF ROUND ROCK, a Texas home-rule mun cipal 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 Set-vices 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.2/11 0199.1300;00239563 TX05BTL 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 frorn 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. (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 i i City shall pay and Engineer agrees to accept the amount shown below as Rill 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 150%. 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 set vices 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". 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 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once a month, an invoice showing Engineering Services performed. This submittal shall also include a progress assessment report in a form acceptable to City. Payments shall be made by City based upon Engineering Services actually provided and perfonmed. 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. j 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: i 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 Plamier 2008 Enterprise Drive Round Rock,TX 78664 Telephone Number(512) 218-6617 Fax Number(512) 218-5563 Email Address idean n,round-rock.tx.us 4. City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely j 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: T. G. Martin,P.E. Engineering Manager 116 East Main Street Round Rock,TX 78664 Telephone Number(512) 828-0406 Fax Number(512) 828-0429 Email Address tmartin@hsaengineering.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 I 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 i 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. i 6. ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees,resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing,using and maintaining the Project. 7. i 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 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 f 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 forret, 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 i City,or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party,upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer,upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole I judge. Should City terminate this Contract under Subsection (4) immediately above, then the I E t 9. i i i 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 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/maximurn 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 fi-om 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, f 10. i d 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. ; f H. 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 fled 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 i othenvise use, and to authorize others to use, any reports developed by Engineer for goveriunental 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 pact, 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. i and to: Stephan L. Sheets City Attorney 309 East Main Street j Round Rock,TX 78664 Engineer: T. G. Martin, P.E. Engineering Manager 116 East Main Street 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 terns or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (S) 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 i judgment as an experienced and qualified professional engineer. However, since Engineer has i 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 terns 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 APP OVED AS TO FORM: BMY• Alan McGraw,Mayor 4�L Sheets, City Attorney ATTEST: All By: Sara L.White,City 8eeretwr . HUGGINS/SEILER &ASSOCIATES, LP By: . &&2-- Signat • o r ci PrintedName: U t at� �.• Hun t I1 S 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 II i r EXHIBIT A City Services 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 Huggins/Seiler&Associates, LP (ENGINEER)under this contract shall primarily involve engineering services for various transportation projects addressing bottlenecks within the City of Round Rock, Texas. i 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:Proiect Management 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: Wot lc 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 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 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 i i 11�IN3C�1Y111�t1:1); ;7:11Y�U►1fIK� V VINO KA NEW ly"IETIMIll, L�VIeIrkt R MINEROT "`�<.m"�Y' ~� MINA MRP E LIM 1111; DIN YIKl��1 K LM01N01DFA 1 NO Al Ulu Il�l�! EXHIBIT D Certificate of Insurance Attached Behind This Page i i CERTIFICATE OF LIABILITY INSURANCE Date:_ 11/28/2011 TDI number required.Please refer to the PRODUCER: Texas Dept of Insurance website: htto,,#www.tdl.stateAx.usf Bell Insurance Group 4544 Post Oak Place,Suite 320 Houston.TX 77027 COMPANIES AFFORDING COVERAGE TDI Phone:713.463-4550 E-mail:smisrt@bel,_lgroug.. m Travelers Casualty and Surety Company of America 6217 TDI Agent ID 768246 A INSURED: B Hugalne/Seller 8 Associates LP C 146East Main Round Rock,TX 78664 p Phone:(512)828-0406 E-mall:smurohvOhsaergingerian,com THIS IS TO CERTIFY THAT the Insured named above Is insured by the Companies listed above with respect to the business operations hereinafter described,for the types of Insurance and In accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF POLICY EFFECTIVE EXPIRATION LiMITS LTR INSURANCE NUMBER DATE DATE GENERAL LIABILITY GENE RAL AGGREGATE $ PRODUCTS-COMP/OP AGG. $ PERSONAL 8 ADV.INJURY $ EACH OCCURRENCE $ FIRE DAMAGE(Any one fire) $ MED.EXPENSE(Any one person) $ AUTOMOBILE LiAB1 TY COMBINED SINGLE LIMIT $ 130DILY INJURY(Per person) $ BODILY INJURY(Per accident) $ PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ WORKERS'CO PE SATION ST TUTOR?LIMITS $ AND EMPLOYERS'LIABILITY EACH ACCIDENT $ DISEASE-POLICY LIMIT $ DISEASE-EACH EMPLOYEE $ A PROFESSIONAL LIABILITY 105377711 12/12/2011 12/12!2012 Each Claim $2,000,000 Aggregate $2,000,000 BUILDERS'RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMSIEXCEPTIONS .. .. ............_. --- ---. ..—_...- . _ . The City of Round Rock Is named as additional insured with respect to all policies except 'Workers' Compensation and Employere' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof,the issuing company will mail thirty(30)days written notice to the certificate holder named below. CERTIFICATE HOLDER: City Manager City of Round Rock SIGNATURE OF AGENT LICENSED IN STATE OF TEXAS 221 E.Main Street Round Rock,Texas 78664 Typed Name: Byron Johnson Title: Executive Vice President I 128384 Pagel 00650-1-2008 Certificate of Liability Insurance I