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Contract - HDR Engineering, Inc. - 4/25/2019 (2) IP ROUND ROCK TEXAS CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FOR 201.9 ON-CALL STRUCTURAL ENGINEERING SERVICES WORK AUTHORIZATION FIRM: HDR ENGINEERING, INC. ("Engineer") ADDRESS: 710 Hesters Crossing, Suite 150, Round Rock, TX 78681 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into to be effective on PZ;L ZS , 2019 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. 1/19 0199.1913;00420542 00305865 R-Zol`(- ulu i. 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 Authorization." 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 30th day of the month of April, 2021, 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 the services 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 hours worked by employees performing work associated with this Contract, in accordance with the Fee Schedule attached hereto as Exhibit C. Payment of monies due for the Engineer's subconsultant's services, if any, shall be based on the actual amount billed to the Engineer by the subconsultant. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of One Hundred Thousand and No/100 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: Matt Bushak, P.E. Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number(512) 341-3318 Mobile Number(512) 230-8714 Fax Number N/A Email Address mbushak@roundrocktexas.gov 4. City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Lee Frieberg, P.E. Bridge Section Manager 710 Hesters Crossing, Suite 150 Round Rock, TX 78681 Telephone Number(512) 685-2931 Fax Number N/A Email Address Lee.Frieberg@HDRInc.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 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 Contract. 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 any 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 infrastructure or facilities for which said work and documents were prepared, 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 7. purposes of completing, using and maintaining infrastructure or facilities for which said work and documents were prepared. City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written agreement of Engineer. However, City shall be permitted to authorize a 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 work for the City. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes 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 agreement 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 Engineer's Instruments of Service by other engineers subsequent to the completion and delivery of the Instruments of Service to the City. 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 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 reasonable and necessary 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. 10. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reimbursement of reasonable attorney's 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 any construction project or maintenance performed pursuant to the Engineering Services provided under this Contract has been satisfactorily 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 11. will be recommended or required for any construction project or maintenance performed pursuant to the Engineering Services provided under this Contract. 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." 12. 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. 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: 13. City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Lee Frieberg, P.E. Bridge Section Manager 710 Hesters Crossing, Suite 150 Round Rock, TX 78681 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. 14. 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 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 APPROV D AS TO FO M: By: r.► Craig Nforian, ' yo r Stephan L. heets, City Attorney ATTEST: By: _ A P­m� Sara L. White, City Clerk HDR ENGIN E C. By: Signature of Pri cipal Printed Name: F.4E:, 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. 3. Meet with ENGINEER on an as-needed basis depending on the work order. 4. Review submittals and provide comments. EXHIBIT B Engineering Services Provide various structural engineering services through individual work authorizations for projects that might include review of structural plans and specifications for various facility elements, structural design of new or temporary structures,value engineering options, condition assessment, repair/rehabilitation recommendations and design/construction details, lifecycle analysis of structures, structural construction services such as review of PS&E for constructability, sequencing, schedule, and inspection support for City staff, and review and revision of standard or special specifications. This list of potential projects is not meant to be exhaustive but is representative of the nature of the tasks expected to be completed under the Master Agreements being authorized at this time. EXHIBIT C Fee Schedule Attached Behind This Page City of Round Rock On Call Traffic Operation Engineering Services EXHIBIT C Fee Estimate HDR Engineering, Inc. Hourly Loaded Rate (includes Hourly overhead & Title Rateprofit) Project Principal $110.00 $338.80 Senior Structural Project ManagE $85.00 $261.80 Senior Structural Engineer $95.00 $292.60 Structural Project Manager $75.00 $231.00 Structural Project Engineer $63.00 $194.04 Design Engineer $57.00 $175.56 En ineer-in-Trainin EIT) $35.00 $107.80 Administrative Assistant $32.00 $98.56 CADD Technician $33.00 $101.64 Overhead 175% Profit 12% Note: 1. Actual employee hourly labor rates and hours will be used in estimating the fee. The above is an example of typical hourly rates. 2. Direct expenses will be billed at actual costs. 3. Sub consultant charges will be billed as expenses. EXHIBIT D Certificate of Insurance Attached Behind This Page CERTIFICATE OF LIABILITY INSURANCE Date: 3/12/19 TDI number required.Please refer to the PRODUCER: Texas Dept of Insurance website: http://www.tdi.state.tx.us/ Lockton Companies 444 W 47th St Streeet Suite 900 Kansas City MO 64112 COMPANIES AFFORDING COVERAGE TDI Phone:8169609823 E-mail:aricm�ejtoclncnxon, INSURED: A Lexington Insurance Company 19437 HDR Engineering,Inc. B 1917 South 67th Street — Omaha.NE 68106 C Phone: E-mail: D 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 fire) $ MED.EXPENSE(Any one person) $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ BODILY INJURY(Per person) $ BODILY INJURY(Per accident) $ PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ WORKERS'COMPENSATION STATUTORY LIMITS $ AND EMPLOYERS'LIABILITY EACH ACCIDENT $ DISEASE-POLICY LIMIT $ DISEASE-EACH EMPLOYEE $ PROFESSIONAL LIABILITY 061853691 6/1/I8 6/1/19 $1,000,000/Claim$1,000,000/Aggregate BUILDERS'RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESISPECIAL ITEMS/EXCEPTIONS The City of Round Rock is named as additional insured with respect to all policies except `Workers' Compensation and Employers' 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 SIGNATURE OF GENT LICENSED IN STATE OF TEXAS City of Round Rock 221 E,Main Street Round Rock,Texas 78664 , Typed Name: l}t C License ID: SLP(a Page I 00650 10-2010 Certificate of Liability Insurance 00205796 Page 1 of 1 A`COR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/12/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis Towers Watson Midwest, Inc. fka Willis of Minnesota, Inc. ON c/o 26 Century Blvd A/ N Ex : 1-877-945-7378 FAX No): 1-888-467-2378 E-MAIL P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE NAIC# INSURER A: Liberty Mutual Fire Insurance Company 23035 INSURED HDR Engineering, Inc. INSURER B: Liberty Insurance Corporation 42404 1917 South 67th Street INSURER C: Omaha, NE 68106 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W10413026 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE Fx_1 OCCUR DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ A X Contractual Liability MED EXP(Any one person) $ 10,000 Y Y TB2-641-444950-038 06/01/2018 06/01/2019 2,000,000 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY FX]jE ❑X LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y AS2-641-444950-048 06/01/2018 06/01/2019 BODILY INJURY P AUTOS ONLY AUTOS (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE Y Y TH7-641-444950-068 06/01/2018 06/01/2019 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH AND EMPLOYERS'LIABILITY Y/N X STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE 1,000,000 OFFICER/MEMBER EXCLUDED? NO N/A Y WA7-64D-444950-018 06/01/2018 06/01/2019 E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached it more space is required) Certificate Holder is named as Additional Insured on General Liability, Automobile Liability and Umbrella/Excess Liability on a Primary, Non-contributory basis where required by written contract. Waiver of Subrogation applies on General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation where required by written contract. Umbrella/Excess policy is Follows Form over General Liability, Auto Liability and Employers Liability. Re: Lee Frieberg - CORR 2019 On Call Services RFQ. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rock Attn: City Manager AUTHORIZED REPRESENTATIVE 221 E. Main Street G � ,A a, Round Rock, TX 78664 I ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 17643744 BATCH: 1105511 Policy Number:TB2-641-444950-038 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED LOCATION(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Location(s): All locations owned by or rented to the Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally b. Claims made or"suits"brought;or obligated to pay as damages caused by "occur- rences" under Section I — Coverage A, and for all c. Porganizations making claims or medical expenses caused by accidents under bringing nging"suits" . Section I — Coverage C, which can be attributed 3. Any payments made under Coverage A for only to operations at a single designated "loca- damages or under Coverage C for medical tion shown in the Schedule above: expenses shall reduce the Designated Loca- 1. A separate Designated Location General tion General Aggregate Limit for that desig- Aggregate Limit applies to each designated nated "location". Such payments shall not re- "location", and that limit is equal to the duce the General Aggregate Limit shown in amount of the General Aggregate Limit the Declarations nor shall they reduce any shown in the Declarations. other Designated Location General Aggre- gate Limit for any other designated "location" 2. The Designated Location General Aggregate shown in the Schedule above. Limit is the most we will pay for the sum of all 4. The limits shown in the Declarations for Each damages under Coverage A, except damag- Occurrence, Damage To Premises Rented To es because of bodily injury or property You and Medical Expense continue to apply. damage" included in the "products-completed However, instead of being subject to the operations hazard", and for medical expenses General Aggregate Limit shown in the Decla- under Coverage C regardless of the number rations, such limits will be subject to the appli- of: cable Designated Location General Aggre- a. Insureds; gate Limit. CG 25 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by "occur- "products-completed operations hazard" is pro- rences" under Section I — Coverage A, and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury" or "property damage" included in Section I — Coverage C, which cannot be at- the "products-completed operations hazard" will tributed only to operations at a single designated reduce the Products-completed Operations Ag- "location"shown in the Schedule above: gregate Limit, and not reduce the General Ag- 1. Any payments made under Coverage A for gregate Limit nor the Designated Location Gen- damages or under Coverage C for medical eral Aggregate Limit. expenses shall reduce the amount available D. For the purposes of this endorsement, the Defi- under the General Aggregate Limit or the nitions Section is amended by the addition of Products-completed Operations Aggregate the following definition: Limit,whichever is applicable;and "Location" means premises involving the same or 2. Such payments shall not reduce any Desig- connecting lots, or premises whose connection is nated Location General Aggregate Limit. interrupted only by a street, roadway, waterway or right-of-way of a railroad. E. The provisions of Section III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 04 05 09 Policy Number:TB2-641-444950-038 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ► IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): All construction projects not located at premises owned, leased or rented by a Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally 3. Any payments made under Coverage A for obligated to pay as damages caused by "occur- damages or under Coverage C for medical rences" under Section I — Coverage A, and for all expenses shall reduce the Designated Con- medical expenses caused by accidents under struction Project General Aggregate Limit for Section I — Coverage C, which can be attributed that designated construction project. Such only to ongoing operations at a single designated payments shall not reduce the General Ag- construction project shown in the Schedule gregate Limit shown in the Declarations nor above: shall they reduce any other Designated Con- 1. A separate Designated Construction Project struction Project General Aggregate Limit for General Aggregate Limit applies to each des- any other designated construction project ignated construction project, and that limit is shown in the Schedule above. equal to the amount of the General Aggregate 4. The limits shown in the Declarations for Each Limit shown in the Declarations. Occurrence, Damage To Premises Rented To 2. The Designated Construction Project General You and Medical Expense continue to apply. Aggregate Limit is the most we will pay for the However, instead of being subject to the sum of all damages under Coverage A, ex- General Aggregate Limit shown in the Decla- cept damages because of "bodily injury" or rations, such limits will be subject to the appli- "property damage" included in the "products- cable Designated Construction Project Gen- completed operations hazard", and for medi- eral Aggregate Limit. cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 ❑ B. For all sums which the insured becomes legally C. When coverage for liability arising out of the obligated to pay as damages caused by "occur- "products-completed operations hazard" is pro- rences" under Section I —Coverage A, and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury" or "property damage" included in Section 1 — Coverage C, which cannot be at- the "products-completed operations hazard" will tributed only to ongoing operations at a single reduce the Products-completed Operations Ag- designated construction project shown in the gregate Limit, and not reduce the General Ag- Schedule above: gregate Limit nor the Designated Construction 1. Any payments made under Coverage A for Project General Aggregate Limit. damages or under Coverage C for medical D. If the applicable designated construction project expenses shall reduce the amount available has been abandoned, delayed, or abandoned under the General Aggregate Limit or the and then restarted, or if the authorized contract- Products-completed Operations Aggregate ing parties deviate from plans, blueprints, de- Limit,whichever is applicable;and signs, specifications or timetables, the project will 2. Such payments shall not reduce any Desig- still be deemed to be the same construction pro- nated Construction Project General Aggre- ject. gate Limit. E. The provisions of Section III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 POLICY NUMBER: TB2-641-444950-038 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to 1. All work, including materials, parts or include as an additional insured the person(s) or equipment furnished in connection with such organization(s) shown in the Schedule, but only work, on the project (other than service, with respect to liability for "bodily injury", "property maintenance or repairs) to be performed by or damage" or "personal and advertising injury" on behalf of the additional insured(s) at the caused, in whole or in part, by: location of the covered operations has been 1. Your acts or omissions;or completed;or 2. The acts or omissions of those acting on your 2. That portion of "your work" out of which the behalf; injury or damage arises has been p ut to its in the performance of your ongoing operations for intended use by any person or organization the additional insured(s) at the location(s) other than another contractor or subcontractor designated above. engaged in performing operations for a principal as a part of the same project. However: C. With respect to the insurance afforded to these I. The insurance afforded to such additional additional insureds, the following is added to insured only applies to the extent permitted by Section III— Limits Of Insurance: law; and If coverage provided to the additional insured is 2. If coverage provided to the additional insured is required by a contract or agreement, the most we required by a c ontract or agreement, the will pay on behalf of the additional insured is the insurance afforded to such additional insured amount of insurance: will not be broader than that which you are 1. Required by the contract or agreement; or required by the contract or agreement to provide for such additional insured. 2. Available under the applicable Limits of B. With respect to the insurance afforded to these Insurance shown in the Declarations; additional insureds, the following additional whichever is less. exclusions apply: This endorsement shall not increase the This insurance does not apply to "bodily injury" or applicable Limits of Insurance shown in the "property damage" occurring after: Declarations. CG 20 10 0413 © ISO Properties, Inc., 2012 Page 1 of 2 0 POLICY NUMBER: TB2-641-444950-038 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s)Of Covered Operations Any person or organization with whom you have Any location where you have agreed, through agreed, through written contract, agreement or written contract, agreement or permit, to provide permit to provide additional insured coverage. additional insured coverage Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 2 of 2 POLICY NUMBER: TB2-641-444950-038 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization to whom or to which Any location where you have agreed,through you are required to provide additional insured written, contract,agreement or permit,to provide status in a written contract,agreement or permit additional insured coverage for completed except where such contract or agreement is operations. prohibited. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds,the following is added to Section organization(s) shown in the Schedule, but only III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is ;;property damage" caused, in whole or in part, by required by a contract or agreement, the most we your work at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Policy Number TB2-641-444950-038 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE AMENDMENT—SCHEDULED ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Schedule Person or Organization: Where required by written contract. If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person or organization shown in the Schedule of this endorsement that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV - Conditions will not apply. If the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV - Conditions will govern. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence",claim or"suit". LC 24 20 02 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. POLICY NUMBER: AS2-641-444950-048 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): As required by written contract Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 ftllr.y Number AS2-641-444950-048 Issued by*Liberty Yut:uaFi-re Inatzrance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED-NONCONTRIBUTING Thii3e-ridnugement nwtdiflen lnei4rarioe Rrovided under the following: BUSINESS AUTO COVERAQE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM TRUICKERS COVERAGE FORM With respect to coverage provided by this anderserrumit, :hu pvoVISIors of the Coveyage Fomi apply unless modlifled by thin endorsement This.andorsement Identifies persort(a) or arganization(s) who am "insurade under the Who Is An Insured Provision of the Coverage form.This endorsement does not after oDverage provided in the Coverage form. Schadulla N41111110 of PeM*h(g)Or 0rWIXM1(1n$(S)' Any person or orgamization wberc tM K*M&d Insured has agreed by writzen contract to include such person or organization Regarding Designated Contract or Project N-ty Each person or organization show In ft Sdieduille of this endotwmant is an"insured"for Liability CoverNe,but only to the extent that person or organization qualifies as an"Instead"uln&w tho Who Is An Insured Prav�s4w contained in Secuon 11 of 11w Coverage t=own The following Is added to the Other InSurarWA Condition: If you have agreed in a wriffen agreernerd that this policy will be pHmary and withrAit riqht of connibutlon from arty insurance in force for an Additional Insured for liability arising out of ycur operations,and the agreement was executed prior to Ove*bodily InJW or"property damaije",then this insurance will be primary and we will not r contribution rmm such Insurance. AC 1114 23 9811 02110,Ube*MUtt.181 Group Of Compani", All rights r"arved, Page 10(1 Includes o3pyrigMed material of Insurwce-SemAces Office,Im,, vidh its parrnission. POLICY NUMBER:TB2-641-444950-038 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization:As required by written contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done un der a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: AS2-641-444950-048 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s)Of Person(s)Or Organization(s): Any person or organization for whom you perform work under a written contract of the contract requires you to obtain this agreement from us but only if the contract is executed prior to the injury or damage occurring. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by contract or written agreement prior to loss. Issued by: For attachment to Policy No WA7-64D-444950-018 Effective Date 6/01/2018 Premium Issued to: WC 00 03 13 © 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed. 4/1/1934 Policy Number TB2-641-444950-038 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY— UMBRELLA COVERAGE FORM Schedule Name of Other Person(s)/ Email Address or mailing address: Number Days Notice: Organization(s): As required by written contract or As required by written contract or written 30 written agreement agreement A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 04 03 14 ©2014 Liberty Mutual Insurance.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Policy Number AS2-641-444950-048 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY— UMBRELLA COVERAGE FORM Schedule Name of Other Person(s)/ Email Address or mailing address: Number Days Notice: Organization(s): Per Schedule on File 30 A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 04 03 14 ©2014 Liberty Mutual Insurance.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF MATERIAL CHANGE We will not make changes that reduce the insurance afforded by this policy until written notice of such reduction has been delivered to those scheduled below at least 30 days before the effective date of the material change to the insurance afforded by this policy. Our failure to provide notice under this endorsement will not affect the validity of the changes except as it relates to the person or organization listed below. NAME ADDRESS As required by written contract or written agreement In no event will the notification be less than the minimum days required for notification by state statute. Notification will be provided to all parties in a manner as required by state statute, if any. This endorsement is executed by the Liberty Insurance Corporation Premium: Effective Date:6/1/2018 Expiration Date:6/1/2019 For attachment to Policy No:WA7-64D-444950-018 Countersigned by Authorized Representative End.Serial No. WC 99 20 15 Page 1 of 1 Ed. 09/01/2010 Copyright 2010 Liberty Mutual Group of Companies.All Rights Reserved WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 20 74 (Ed. 12-161 NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below by email as soon as practical after notifying the first Named Insured. B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. SCHEDULE Name of Other Person(s)/Organization(s): As required by written contract 30 Days or written agreement All other terms and conditions of this policy remain unchanged. Issued by For attachment to Policy No. WA7-64D-444950-018 Effective Date 6/01/2018 Premium$ Issued to CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-461781 HDR Engineering, Inc. Round Rock,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/08/2019 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 2019 On-Call Services Structural Engineering Services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling T Intermediary Keen, Eric L. Omaha, NE United States X Felker, Brent R. Davis,CA United States X O'Reilly,Charles L. Boston, MA United States X Meysenburg, Galen J. Omaha, NE United States X HDR, Inc. Omaha, NE United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is_Mark p.Rorenstein and my date of birth is 09/06/72 My address is_ 710 Hester's Crossing,Suite ]_50 Round Rock TX 78681 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Williamson County, State of Texas on the 8th day of March '2019 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.28ab6150 CERTIFICATE OF INTERESTED PARTIES FORM1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-461781 HDR Engineering, Inc. Round Rock,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/08/2019 being filed. City of Round Rock Date Acknowledged: 04/11/2019 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 2019 On-Call Services Structural Engineering Services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Keen, Eric L. Omaha, NE United States X Felker, Brent R. Davis,CA United States X O'Reilly,Charles L. Boston, MA United States X Meysenburg, Galen J. Omaha, NE United States X HDR, Inc. Omaha, NE United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.28ab6150