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CM-2019-0200 - 7/5/2019
j,R0U*ND ROCK TEXAS CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: 2P CONSULTANTS, LLC ("Engineer") ADDRESS: 203 E. Main Street, Suite 204, Round Rock, TX 78664 PROJECT: sorts Center Expansion THE STATE OF TEXAS § COUNTY OF WILLIAMSON § ri I)5 CONTRACT FPR ENGINE IrtRING SERVICES ("Contract") is made and entered into on this the da} of 2019 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporatdn, wose offices are located at 221 Cast Main Street. Round Rock. Texas 78664-5299. (hereinafter referred to as "CitN-). and Engineer, and such Contract is for the purpose of contracting for professional engineering sere ices. RECITALS: k%`I IEREAS, V.1.C.A.. Government Code §2254.002(2)(A)(N ii) under Subchapter A entitled "Professional Ser% ices Procurement Act" provides for the procurement bN municipalities of ser% ices of professional engineers: and Wl IERL.AS. Citi and Lngineer desire to contract for such professional engineering services: and WHEREAS. Cit) and Engineer \\ish to document their agreement concerning the requirements and respective obligations of the parties: NOW. 1-1 WITNESSETI1: That for and in consideration of the mutual promises contained herein and other good and %aluable considerations. and the co%enants and agreements hereinafter contained to be kept and performed by the respecti\ a parties hereto. it is agreed as follo\� s: pi -t2 06 Engineering eri 0199.1925; 00-425879 Rei. 04 13 00192831 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Ser%ices as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance aith the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite rev iew times by City and Engineer of all Engineering Services. Should the review times or Engineering Ser, ices take longer than sllown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall ha%e the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he. shefit determines, or reasonably anticipates, that (lie Engineering Services w ill not be completed in accordance w ith the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard. and subject to adjustments in the Work Schedule as provided in Article 2 herein. Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as pro%ided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount sho%cn belo�% as full compensation for the Engineering Sen ices performed and to be performed under this Contract. The amount payable under this Contract, %0hout modification of the Contract as prole ided herein, is the sum of Nine Thousand Fi%e Hundred and No. 100 Dollars (59,500.00) as sho�%n in Exhibit D. The lump sum amount payable shall be reg ised equitably only by written Supplemental Contract in the event of a change in EngineeringSen ices as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Sen ices and to support in%,oices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Seri ices requested and performed only ifappro%ed by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made «bile Engineering Sertiices are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 abo%e. Such progress report shall state the percentage of completion of Engineering Sen ices accomplished during that billing period and to date. Simultaneous «ith submission of such progress report, Engineer shall prepare and submit one ( I ) original and one (1) copy of a certified inoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Sen ices identified in Exhibit D. Progress payments shall be made by City based upon Engineering Sen ices actually pro% ided and performed. Upon timely receipt and appro%a] of each statement, City shall make a good faith effort to pay the amount %chich is due and payable %%ithin thirty (30) days. City reserves the right to «ithhold payment pending %erification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks �Nere completed. The certified statements shall sho« the total amount earned to the date of submission and shall shoe the amount due and payable as of the date ofthe current statement. Final payment does not relic%e 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 %%ith Chapter 2251. V.T.C.A., Texas Government Code. payment to L-neineer «ill be made «ithin thirtt (30) days of the day' on cchich the perfon-nance of ser%ices etas complete. or %%ithin thirty (30) days of the day on "hich City receives a correct invoice for services, "hiche%er is later. Engineer may charge a late ice (fee shall not be greater than that which is permitted by Texas la%%) for payments not made in accordance with this prompt payment polic): however. this policy does not apply in the ec ent: A. There is a bona ride dispute between City and Engineer concerning the supplies, materials. or equipment delivered or the sen ices performed that causes the payment to be late: or B. Ilse terms of a federal contract, grant, regulation. or statute prevent City from makings a timely payment with federal funds: or C. There is a bona fide dispute between I ngineer and a subcontractor or between a subcontractor and its supplier concerning supplies. materials. or equipment delivered or the E• n�sineering Sen ices performed vv hich causes the payment to be late: or D. The invoice is not mailed to City in strict accordance with instructions, if anv. on the purchase order. or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed inv oices within tin (10) calendar days of receipt ol'such invoice. An) non -disputed invoices shall be considered correct and payable per the terms of'Chapter 225 1. V.T.C.A.. Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on L:xhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for ►cork performed or costs incurred by Engineer related to anN task for %%hich a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Rcpresentativ a for purposes of this Contract is as fol Iovv s: Ancil Nail: Development Construction iManaser 212 Commerce Code Round Rack, TX 7866.1 Telephone Number (5 12) 671-2733 Mobile Number (512) 563-2278 Email Address anaik ct roundrocktexas.uov City's Designated Representative shall be authorized to act on City's behalf %%ith respect to this Contract. City or City's Designated Representative shall render decisions in a time[} manner pertaining to documents submitted b} Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Sen ices. Engineer's Designated Representatix a for purposes of this Contract is as fol lo« s: Don Pool CEO 2P Consultants. LLC 203 F. Main Street. Suite 20=4 Round Rock. TX 78664 Telephone Number (5 12) 34=4-9664 Fax Number N A Emai I Address d oola 2 . consultants.com ARTICLE 9 PROGRESS EVALUATION Frigineer shall. from time to time during the progress of the Lngineering Sen ices, confer %%ith City at City's election. E=ngineer shall prepare and present such information as may be pertinent and necessar). or as may be requested b% Cit), in order for City to c%aluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of Cit), or at other locations designated b) City. When requested by Cit), such conferences shall also include evaluation of the Lngineering Services. Should Cit) determine that the progress in Engineering Services does not satisfj the kkork Schedule, then Cit) shall revie« the Work Schedule kith Engineer to determine corrective action required. Engineer shall promptly advise Cit) in «riting of e%ents "hich have or may have a significant impact upon the progress of the Engineering Ser\ ices, including but not limited to the lollo\t ing: (1) Problems, dela) s, ad► erre conditions \x hich ma) materiall) affect the ability to meet the objectives of the Work Schedule, or preclude the attainment ofproject E=ngineering Services units by established time periods: and such disclosure shall be accompanied b) statement of actions taken or contemplated, and City assistance needed to resolve the situation. if' any: and (2) Fat orable det clopments or cents «hich enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected b) City giving Engineer thirty (30) calendar days' verbal notification followed by %%ritten confirmation to that effect. Such thirty -day notice ma) be waived in «riting by agreement and signature of both parties. The Engineering Services ma) be reinstated and resumed in frill force and effect i%ithin sixty. (60) days of receipt of «ritten notice from City to resume the Engineering Services. Such sixt)-day notice may be «aived in «riting b) agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days. Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as detennined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized b) City for Engineer to begin Engineering Services, and'or during periods %%hen Engineering Ser% ices 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 Cit) finds that such %kork does constitute extra «ork and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract %% ill be executed bet%%een the parties as pro% ided 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 directl) associated with the performance of the Lngineering Ser% ices authorized in this Contract or an) amendments thereto. ARTICLE Iz CHANGES IN ENGINEERING SERVICES If Cit) deems it necessary to request changes to prey iously 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 Cit). Such revisions shall be considered as additional Engineering Services and paid for as specified tinder 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. ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by ►►ritten 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, draw ings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of Cite 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 ►►ithout 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 acknow ledged by law in the Project designs and work product developed tinder this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents ►chile they are in the possession of or t►hile being ►worked upon by Ernoineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer ►► ithout cost to City. Upon execution of this Contract, Engineer grants to City pennission 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, ►,,here permitted by la%►, to make changes. corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 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 prow iding to City any Instruments of Service in electronic form or City providing to Engineer ani electronic data for incorporation into the Instruments of Service. Cil} 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 othenvise pro%ided in this Contract. Any electronic files are provided b) 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 hardtop} of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies ofdocuments conveyed b) Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings b) other engineers subsequent to the completion of the Project. Ani such change shall be sealed b) the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL E UIPMENT 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. An) emplo)ee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be remo%ed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager a ithout 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 Cit}. All subcontracts shall include the pro% isions 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 Cit), or an) authorized representatives of it, shall hate the right at all reasonable times to revie%% or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If an) 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 Cit) or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable stud) reports shall be submitted in preliminar) form for approval by City before an) final report is issued. Cit)'s comments on Engineer's preliminar) reports shall be addressed in an) final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract b) Engineer shall be grounds for termination of this Contract, and an) increased costs arising from Engineer's default, breach of contract, or %iolation of contract terms steal l be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth Belo%}. (1) By mutual agreement and consent, in writing. of both parties. (2) B) Cit), b) notice in writing to Engineer, as a consequence of failure b) Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either part). 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) da) s" 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. Cit) shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -da) 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 b) Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which «as satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the reasonable and necessary cost to Cit) 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 ofdefault. 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 La%%s." If the termination of this Contract is due to the failure of Engineer to fulfill his•'her'its contractual obligations. then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by Cite. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by rngineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (l) Compliance. Engineer shall compl) %%ith all applicable federal, state and local la%%s. statutes, codes, ordinances, rules and regulations, and the orders and decrees of an) court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including %kithout limitation, minimum maximum salary and wage statutes and regulations, and licensing lads and regulations. Engineer shall furnish City «ith satisfactory proof of hisrher+'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 an), required b) la« arising b) 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 b) 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 %%hick may be incurred by City in litigation or otherwise defending claims or liabilities %hich may be imposed on City as a result of such negligent activities b) 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 ►pork product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL "rhe 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 «arrants 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 a%%ard or making of this Contract. For breach or violation of this %%arrancy, 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 other%%ise 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::her1'its officers, employees. agents, consultants and subcontractors «ill have no financial interest, direct or indirect. in the purchase or sale of any product, materials or equipment that «ill be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (I) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term «bile this Contract is in effect professional IiabiIity insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and other�%ise 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 NNork under this Contract to maintain during the tern 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 sho%,,n belo%N 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 follo%%ing conditions b) endorsement to the policy: (a) Engineer shall notif) City thirt) (30) days prior to the expiration, cancellation, non- rene«al or an) material change in coverage, and such notice thereof shall be gi►.en to City b) certified mail to: Cit) Manager. City of Round Rock 221 East Main Street Round Rock. Texas 78661 (b) The policy clause "Other Insurance" shall not appl) to any insurance coverage currently held b) Cit), to any such future coverage, or to Cit)'s Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained b) Engineer shall be borne solely by Engineer, %%ith certificates of insurance evidencing such minimum coverage in force to be filed %Kith City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -Free. nonexclusi%e and irrevocable right to reproduce, publish or other%4ise use, and to authorize others to use, an) reports developed b) Engineer for go%erunental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, b) operation of law or other« ise, vv ithout 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, illegalit} 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 on 1) be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project. and records of accounts between City and Engineer. shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutuall) 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: Don Pool CEO 2P Consultants, LLC 203 E. Main Street, Suite 204 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 an) failure of Engineer to complete the Engineering Services for each phase of this Contract kN ithin the agreed Work Schedule ma} 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 «vith the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to Cit} due to Engineer's negligent failure to perform City may accordingly «ithhold, to the extent of such damage. Engincer's payments hereunder without %%ai%er 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. Ilowever, notice of such impediment or dela} in performance must be timely gi%en, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock. Williamson Count). Texas, and if legal action is necessary b) either party with respect to the enforcement of any or all of the ten -ns or conditions herein, exclusive %enue For same shall lie in Williamson County. Texas. This Contract shall be governed by and construed in accordance "ith the la%ts 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 fumished b) Engineer and its employees under this Contract %%ill be the care and skill ordinarily used b) 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 other%%ise, in connection tNith the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he she has full and complete authority to enter into this Contract on behalf of the Firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY f ROUND ROCK, TEXAS By Laurie Hadley, ity Manager ATTEST: By: Sara L. White, City Clerk 2P CONSULTANTS, LLC By: o�rsi Signaturf Princ' al Printed Name:cot 15 APP 'ED AS TO F ?RM: Stepha L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Wart: Schedule (4) Exhibit D ree Schedule (5) Exhibit E Certificates of Insurance 16 EXHIBIT A Cit) Services Provide existing site construction plans. CAD Files, reports and studies as available. EXHIBIT B Engineering Services Task I Site Inventory and Documentation: This task item includes gathering existing conditions data from the City of Round Rock, Williamson Count),, franchise utility companies, the Texas Commission on Environmental Qualit) (TCEQ)and other entities to obtain information necessary to complete the evaluation of the subject property referenced above. 21PC «ill contact these agencies to coordinate and gather data related to existing facilities, and to discuss the need for improvements necessary to serve the property. A meeting with the City of Round Rock is included in this task to discuss requirements For additional de% elopment of the subject property. 2PC «ill revic%N available existing paving, drainage, water and sanitary seer pians, topographic mapping, and photographs, as well as any pertinent study reports. We «ill perform field inspection of the property to investigate and photograph site features, including general site topography, drainage features, and stream channel conditions. The following items %%ill be evaluated: Due Diliaence: 1. Platting — Revie« platting status and determine restrictiotts.'requirements for property. 2. Zoning -- Revie« Lolling ordinances to determine allowable uses::restrictions for the propert) . 3. Permitting ldenti fy entities inti olved and applicable permit approvals required for development of property including federal, state and local. 4. Development Standards - Determine ifan) additional State or federal requirements need to be met for development, most speci f ically %kater quality, railroad restrictions, etc. 5. Access/Thoroughfare Plan - Coordinate %N ith the City of Round Rock to detennine alloNN able access points and determine any obligations for road« ay construction that may impact development of the propert). Coordinate %%ith the City and Architect to determine site vehicular circulation in relation to the proposed additional site layouts provided by the Architect. Since this is an existing site that %% ill utilize the existing access points. «e %% ill be more focused on the possible existence of TIA and:br ifone %%ill be required. 6. Drainage — We will review the existing drainage plans and applicable permits to determine the design and calculations of the existing drainage system. We will determine approximately based on the proposed redevelopment how -if any revisions to the existing drainage structure will be required. We "ill pay particular attention to the existing storm line under the railroad and determine possible conveyance restrictions and a rough -order -magnitude cost for upsizing the existing storm conve)°ance system under the railroad, ifdeemed necessary. 7. Water Suppl): Distribution -- Evaluate availability of existing water distribution facilities to provide eater service for the property. Determine location and sizes of adjacent «ater utilities. 8. Sanitary Seer Service Evaluate availability of existing sanitary seer facilities. Determine location and sizes of adjacent sanitary se«.er utilities. 9. floodplain Issues Re► iew Flood Insurance Rate Maps and prop ide guidance on addressing floodplain impacts, ifany. 10. Drainage - Determine general drainage patterns across the site. Determine any potential impacts from adjacent development or other areas contributing to the site. Identify potential runoff impacts downstream of the project site. Document location and sizes of adjacent storm sewer. 11. franchise Utilities Contact utility companies to determine availability of services and acquire available plans. [lased on field investigations, available plans and Title Commitment; determine approximate locations of gas lines (specifically the high-pressure gas line), electric, Fiber. telephone, and other dry utilities. Based on those locations and easements, determine the validity, possible encumbrances and possible resolutions of encumbrances. 13. Provide a rough -order -magnitude cost based on any triggers (e.g. %tater quality, detention, utilities, etc.) based on the Architects proposed site additions. 13. Provide a Title Report (search) and the effect ofencurnbrances on the property. most specifically Georgetown Railroad and the dr) utility easements. A letter report %g -ill be prepared which %% ill summarize the results of the information obtained for the subject properties during the site inventor) process. The intent of the letter report will ultimately be to in Form the City ofthe feasibility (cost and practicality) of the proposed development improvements on thissite. Task Z Site Conceptual Planning Assistance: This task item includes %%orking %%ith the Architect and Cit) to conceptually layout a few possible options for the additions. Conceptual PIanning: 1. Meetings Meet ti%ith Architect and City to determine the most feasible locations for the additions. 3. Layout Pro%ide conceptual plan(s) of the possible layouts for Architect and City revie%%. 3. Re% iex% Meet %�r ith Architect and Cit) to revie%% the possible la) outs and to discuss the pros and cons ofeach layout to determine the most feasible site plan !'or the addition. EXHIBIT C Work Schedule 2PC estimates that the surveying and civil engineering services for this project can be accomplished within 6-8 «eeks from execution of contract. 1 lowever, our time frame will be in accordance Nk ith the development/planning of the Architect. EXHIBIT D Fee Schedule TOTAL FOR CIVIL ENGINEERING for DUE DILIGENCE SL-RVICES $ 9.500.00 STANDARD RATE SCHEDPLE Labor Rates The following rates are recommended for work performed on an hourly -charge basis. Rates include company overhead and profit for services accomplished during regular %%orking hours. DIRECT LABOR OFFICE PERSONNEL SERVICES Classification OperationsManager.......................................................................................$185 per hour Sr. Project Manager.......................................................................................$160 perhour ProjectManager............................................................................................$1 50 per hour Engineer (P.E.)........................................... ....$130 per hour Engineering Designer ...................... ..................................................................... $105 per hour GraduateEIT........................................................................................ $ 85 per hour Engineering CAD Technician ................................................................. $ 80 perhour Administrative Assistant............................................................... $ 70 perhour DIRECT EXPENSf±S Transportation: B} Firm's Passenger Vehicles Charged at current IRS allowable rate Reproduction &, Printing by Firm, Expense Cost EXHIBIT E Certificates of Insurance Attached Behind `This Page ZPGONSU-01 C ACRO CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDDIYYYYI 0111512019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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 C %TACT Sandy Travis AssuredPartners of TX, LLC DSA Capitol City Insurance 8030 N Mopac Austin, TX 78759 PHONE Eat 312 343-0260148 FAX { I Arc, N0145112) 343-0352 AEin- sandy.travis assured artnem.com IN5URERISI AFFORDING COVERAGE NAIL; o INSURERA:1000 Lloyd's Syndicate EACH OCCURRENCE S INSURED INSURER 8: INSURERC: 2P Consultants, LLC 5D7 W Liberty Ave Round Rock, TX 78664 INSURER 0: INSURER E: INSURER F; COVFRAr.FIR f_FRTIRIRATF MLIRAQr -wuenr_n- 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 ILTR NSA TYPE OFINSURANCE AODL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE S DAMAGE TO RENTED S MED FXP (Any oneperson) S PERSONAL d ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER POLICY El jpa ❑ LOC GENERAL AGGREGATE S PRODUCTS-COMPfOP AG 5 5 OTHER AUTOMOBILE LIABILITY CO_IEaMBINED acadent,SINGLE LIMIT S BODILY INJURY Per vetsonS ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY BODILY INJURY Per accident S pp HIM ONLY RLJTOS ONLY P�OaEcR� DAMAGE S S UMBRELLA LLAS OCCUR EACH OCCURRENCE S AGGREGATE 5 EXCESS LIAR CLAIMS -MADE DEO I I RETENTIONS S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y i N ANYIM70RlEXCLUOEfExCCUTIVE ❑ fCC E g�R NIA PER OTH STATUTE E L EACH ACC flEld7 S £ L DISEASE - EA EMPLOYE S nSERIM andalory In NH) If dewy It antler E L DISEASE - POLICY LIMIT S as. 0 RIPTi NOF OPERATE ",S telow A Professional Liabili W25719180101 12/1012016 12/10/2019 Prof. Liability 1,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (ACORD IDI. Additional Remarks Schedule, may be attached If more space Is required) City of Round Rack 212 Commerce Blvd Round Rock, TX 78664 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ^1—um J zs IZUTCluj) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Round Rock ROUND ROCK TEXAS Agenda Item Summary Agenda Number: Title: Consider executing a Contract for Engineering Services with 2P Consultants, LLC for the Sports Center Expansion Project. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 7/5/2019 Dept Director: Chad McDowell, General Services Director Cost: $9,500.00 Indexes: Sports & Community Venue Tax Attachments: Agreement Department: General Services Department Text of legislative File CM -2019-0200 With this agreement 2P Consultants, LLC will do surveying and civil engineering for a feasibility study of the Sports Center expansion. Cost. $9,500.00 Source of Funds: Sports & Community Venue Tax City of Round Rock Page i ••• Pdrlted an 7/3/2019