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Contract - Raftelis - 9/12/2019 ROUND ROCK TEXAS CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: RAFTELIS ("Engineer") ADDRESS: 3755 S. Capital of Texas Highway, Suite 155,Austin, TX 78704 PROJECT: 2020 Impact Fee Analysis and Report THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the VZ. day of , 2019 by and between the CITY OF ROUND ROCK, a Texas home- rule municipal corporat on, 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: Time and Materials Engineering Services Contract Rev. 08/19 0199.1944;00429434 00296523 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or]ngineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for 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 D. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsultant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of Twenty-Six Thousand Two Hundred Ninety-Six and No/100 Dollars, f$26,296.00). 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 per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve 3 Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: David Freireich, P.E. Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number(512) 671-2756 4 Mobile Number(512) 563-1121 Fax Number N/A Email Address dfreireich(airoundrocktexas.gov 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: Angie Flores Manager 3755 S. Capital of Texas Highway, Suite 155 Austin, TX 78704 Telephone Number(512) 790-2108 Fax Number N/A Email Address aflores@raftelis.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2)the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall hold harmless Engineer from all claims, damages, losses and expenses, resulting therefrom. Any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being 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. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(30)days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the 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 the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. (3) As required by Chapter 2270, Government Code, Engineer hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory, but does not include an action made for ordinary business purposes. 10 ARTICLE 22 INDEMNIFICATION Engineer shall save and hold City harmless from all liability for damage to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Engineer, Engineer's agent, or another entity over which Engineer exercises control. Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys' fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City to the extent resulting from such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON-COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. 11 ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and otherwise acceptable to City. Engineer shall also notify City, within twenty-four(24) hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsuitant 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) Engineer shall notify City thirty (30) days prior to the expiration, cancellation, non- renewal in coverage, and such notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." 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 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 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: Angie Flores Manager 3755 S. Capital of Texas Highway, Suite 155 Austin, TX 78704 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. The Services shall be performed expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. 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. Any determination to withhold or set off shall be made in good faith and with written notice to Engineer provided, however, Engineer shall have fourteen (14) calendar days from receipt of the notice to submit a plan for cure reasonably acceptable to City. (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 14 all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and;its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its 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. [signature page follows] 15 CITY OF RO D ROCK, TEXAS APPR I V D AS TO F RM: By: . ! Iv Stephan LI Sheets, City Attorney C -C4( Mom TAA d ATTEST: By: gat Sara L. White, City Clerk RAFTS IS By: 561A-1 Signatur of Principal J ttiq . Printed Name: 11-1-y-vg Fivrtc 16 LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2)Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 17 EXHIBIT A City Services Update of Water and Wastewater Impact Fees—The City will provide the following services: o Define the desired designated utility service area where fees could be charged o The existing(2020)and prospective 10-year(2030)land uses o Number of current water customer water meters by size and sewer customer water meters by size o Evaluation of existing capacity(any changes since last fee update) o Facility type o Capacity' o Existing available capacity o Original Cost o Prospective 10-Year Capital Improvements Plan(any changes since last fee update) o Facility type o Capacity o Est. cost o Type of service(benefiting existing customers, new customers, or both) o Design factors used in sizing various facilities o Existing Water and Wastewater Debt (any changes since last fee update) o Payment Schedule by bond series o Projects funded in each series by facility type and$amount It is understood that the City and/or its other consulting engineers will provide information related to the inventory of existing and 10-yr future City water and wastewater utility facilities by type, capacity and installed cost. It is also understood that the City and/or its other consulting engineers will provide a consistent planning basis that underlies the CIPs development, including land use,population, utility connections, and design unit flow assumptions used in average demand and peak demand sizing facilities. The City and/or its other engineering consultants shall also delineate what portion of any existing or new facilities are City versus Developer funded. Early in this impact fee effort, HDR will coordinate with these entities as to the desired format and construct of this information needed in the impact fee calculations. Revision 6/10 EXHIBIT B Engineering Services TASK 1 — INITIAL PROJECT MEETING Raftelis will conduct a meeting with City representatives and engineers to confirm study objectives and Staff expectations, including the identification of any specific Staff issues based on past experience and anticipated growth. By bringing the Raftelis project team, City management and staff together, at the start of the project, we make certain all parties have a mutual understanding of the goals related to the study. Additionally, this task provides a solid foundation for the project. It is critical to have management oversight to ensure that the project is completed on time and on budget. To successfully complete the project, Raftelis will be in constant communication with City staff and City engineers regarding data requests, data validation, data decisions and review of preliminary results. Much of this can be accomplished through conference calls, emails and with demonstrations using tools such as Skype and GoToMeeting. These efforts provide for consistent and competent project management to ensure that all deadlines and objectives are met in a timely and efficient manner. We believe in a "no-surprises" approach so that the client is aware of the status of the project at all times. In the initial meeting, we will discuss information need to complete the project. Information to be reviewed will include the following: • Current Land Use Assumptions, • Capital Improvements Plan, • Current Water and Wastewater Connections, • Changes in Population Assumptions. TASK 2 — DEVELOP IMPACT FEE MODEL, LAND USE, AVAILABLE CAPACITY & NEW CIP DATA Our impact fee experience,both regionally and nationally, has provided us with a solid understanding of the methodologies and approaches used in developing impact fees.We will combine this perspective with the legal understanding of what is allowable under Chapter 395. Our team will work with HDR, CDM- Smith and the City's engineering staff to update and develop appropriate capacity criteria. Raftelis will develop an impact fee model specifically for the City of Round Rock, using the previous model as a basis. The model will be used to calculate the impact fee and will include the calculation of capacities,growth and the cost per LUE. Raftelis will work with HDR, CDM-Smith and City staff to review the land use assumptions and Capital Improvements Plan (CIP) that will support the impact fee study to ensure compliance with Chapter 395 of the Texas Local Government Code. These issues will be reviewed: • Have the service area boundaries changed? • 'What is the current available capacity, if any, in the existing utility system? • What new capital projects are needed in the 10-year timeframe? It is our understanding that HDR, CDM-Smith and City staff will provide all necessary information related to defining the existing and prospective utility demands, existing capacity and costs of the two utility systems and capital improvements needed in the next 10 years. Each of the existing capacity or new capital project items will need to be identified and quantified in terms of facility type, cost to construct, used/available capacity and cost per living unit equivalent for new capacity. Capital improvements must have a life expectancy of three or more years. Projected 1 interest charges and other finance costs may be included only if the impact fees are used for the payment of principal and interest to finance the capital improvements identified in the CIP. Impact fees may not be used to pay for the following: • Construction or expansion of facilities not identified in the CIP • Repair, operation, or maintenance of existing or new capital improvements or facility expansions • Upgrading, updating, expanding, or replacing existing capital improvements to serve existing development to meet stricter regulatory requirements • Upgrading, updating, expanding, or replacing existing capital improvements to provide better service to existing development; and • Administrative or operating costs of the City TASK 3 — IMPACT FEE CALCULATION AND REPORT Raftelis will use the land use and capital improvements program information to calculate an updated impact fee amount. The fee calculation will consider specific estimated capital payments supported by rates or the standard 50%deduction allowed in Chapter 395. The calculations and fee design will also be divided into component parts of the water and wastewater utilities to allow for credits or offsets against a full fee amount should the entity paying the fee provide for an acceptable portion of eligible capital at their own expense. The full cost of capital for these utility components will be calculated and then be pro-rated to a lesser amount should the Capital Improvement Advisory Committee (CIAC) and/or Council decide to recommend a fee less than the maximum allowable. Data will also be provided to scale the base fee per standard service unit to allow for appropriate fee levies for larger service requirements. Raftelis will also investigate any current issues with the fee amounts or its application so that this can be incorporated into the fee design or the ordinance applicability. Raftelis will provide technical and production support for the preparation of an Advisory Committee report. Raftelis will provide a draft and final written report of the Advisory Committee to the City Council outlining the Committee's recommendations on land use assumptions, 10-year capital improvement plan, fee design and calculation, offset credits and any policy or fee issues that may affect the pending ordinance provisions. TASK 4— COORDINATION WITH COMMITTEE, COUNCIL AND PUBLIC HEARING Raftelis will develop support materials and coordinate with the CIAC in the fee update process to assure that the provisions of Chapter 395 of the Local Government Code are met and that all key parties are adequately informed. The proposed formal coordination effort includes the following activities: City Staff—Three Meetings. The first meeting with City staff will be a work session to discuss data needs related to the land use assumptions, existing capacity, capital improvement needs, or ordinance provisions. The second meeting would be to review draft results of the fee update and suggested ordinance reviews. The third meeting will be to coordinate any final revisions after the Committee's review. Capital Improvement Advisory Committee — Three Meetings. The first meeting with the Committee will be to brief the CIAC on the Chapter 395 process, review their charge and discuss the next steps. The second meeting will be to discuss the land use assumptions and CIP. This will include reviewing the draft committee report developed up to that point. The third meeting 2 will be to discuss the calculation of the impact fee and the draft committee report for use in the public hearing. City Council — Two Meetings. There will need to be one public hearing held by the City Council for consideration of the impact fee study(Land Use Assumptions, CIP and the adoption of the impact fee). The council will need to set the date of the public hearing in a meeting prior to the posting the date of the hearing. Raftelis will prepare the necessary information required under Chapter 395 for the public notice for a Public Hearing on the land use assumptions, the CIP and the fee update. This information will be provided to the City for placement and it is understood that the City will provide for the cost of publication and any certified mailings that may be required. Raftelis will also prepare a CIAC report for release at the time of the publication notice and for later use at each public hearing to brief the audience on the data and considerations incorporated in the draft fee proposal. Raftelis will also prepare a presentation for the public hearing briefing and provide either a lead or support role to the Committee chairman and staff in making the presentation at each public hearing. The Council 1st reading for adoption of the impact fee will occur at the public hearing if the council approves the impact fee. This level of coordination effort does not assume any significant additional coordination with local groups, if they become involved in a detailed lobbying effort. Any additional meetings that might be need could be provided on an hourly basis as shown in Attachment B. 3 EXHIBIT C Work Schedule Raftelis has developed a schedule assuming a start date of July 1, 2019. The schedule is dependent upon the timeliness of the data and completion of the master plans as provided by the City, HDR and CDM- Smith. In addition, the schedule will be dependent on the speed with which the CIAC and Council make decisions. July August September October November December Task 1:Initial Project Meeting 1! Task 2:Develop Impact Fee Model,Land Use,Available Capacity&New CIP Data Q i! Task 3:Impact Fee Calculation&Report Q O � Task 4:Coordination with Committee,Council and Public Hearing In-Person Meetings/Workshops Web Meetings 0 Deliverables Revision 6/10 EXHIBIT D Fee Schedule Hours Web Number of Total Fees& Tasks Meetings Meetings AF TW Admin Total Expenses ✓ r Task 1:Initial Project Meeting 1 4 4 8 $1,938 ✓ r Task 2:Develop Impact Fee Model,Land 1 1 8 32 40 $7,308 Use,Available Capacity&New CIP Data ✓ r Task 3:Impact Fee Calculation&Report 1 1 16 24 2 42 $8,168 ✓ r Task 4:Coordination with Committee, 1 5 24 16 40 $8,881 Council and Public Hearing Total Estimated Meetings/Hours 3 8 52 76 2 130 Hourly Billing Rate $240 $155 $80 Total Professional Fees $12,480 $11,780 $160 $24,420 Total Fees $24,420 Total Expenses $1,876 AF-Angie Flores TW Tim Williams Total Fees&Expenses $26,296 Admin-Administrative Staff 1 RAFTELIS 2019 Standard Hourly Billing Rates Position Hourly Billing Rate ** Chair $425 Chief Executive Officer/President $375 Executive Vice President $325 Vice President/Principal Consultant $295 Director of Governmental Services $295 Senior Manager $265 Director of Florida Operations $225 Manager $240 Senior Consultant $210 Consultant $185 Associate $155 Analyst $115 Administration $80 Technology/Communications Charge* $10 * Technology/Communications Charge — this is an hourly fee charged monthly for each hour worked on the project to recover telephone, facsimile, computer, postage/overnight delivery, conference calls, electronic/computer webinars, photocopies, etc. ** For services related to the preparation for and participation in deposition and trial/hearing,the standard billing rates listed above will be increased by an amount up to 50%. 2 EXHIBIT E Certificates of Insurance Attached Behind This Page Client#: 1722483 RAFTEFIN ACORDT„ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 8/07/2019 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Linda Rolfe Cameron M Harris&Co, LLC PHONE o,Ext):gg0-265-5804 FAX Div USI Ins E-MAIL {A/C,No): ADDRESS: linda.rolfe@usi.com 6100 Fairview Road Ste 1400 INSURER(S)AFFORDING COVERAGE NAIC# Charlotte, NC 28210 20478 National Fire Insurance Co.of Hartford INSURERA: INSURED INSURER B:Continental Insurance Company 35289 Raftelis Financial Consultants,Inc. INSURER C Continental Casualty Company 20443 227 West Trade Street,Ste.1400 Charlotte, NC 28202 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 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. LT RRPOLICY EFF POLICY EXP TYPE OF INSURANCE INSRW VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)I LIMITS A X COMMERCIAL GENERAL LIABILITY 6076000011 01/21/2019 01/21/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES((Ea occurr nce) $500,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $2,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 16076000025 01/21/2019 01/21/2020 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED N -OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) B x UMBRELLA LIAB X OCCUR 6076000039 01/21/2019 01/21/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 676305637 01/21/2019 01/21/2020 x STATUTE EORH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 67600042-CA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (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 C Prof. Liab. 652071235 01/21/2019 01/21/2020 $5M OCC $5M Agg. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Update the City of Round Rock's Water and Wastewater Impact Fees. CERTIFICATE HOLDER CANCELLATION Cityof Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Michael Thane ACCORDANCE WITH THE POLICY PROVISIONS. 221 East Main St. Round Rock,TX 78664 AUTHORIZED REPRESENTATIVE .�.�'2 ' ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S26317218/M26288376 SSAZP 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. 2019-526117 Raftelis Financial Consultants,Inc. Charlotte,NC United States Date Filed: 2 Name of governmental entity or state agency that is a party tot the contract for which the form is 08/07/2019 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. 000000 Professional Services Agreement- 2020 Impact Fee Analysis and Report 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Stannard,William G Kansas City, MO United States X Brandt, Peiffer A Charlotte, NC United States X Giardina, Richard D Greenwood Village,CO United X Davis,Jon P Charlotte, NC United States X Readling, Ronald K Cary, NC United States X Conti, Elaine V Charlotte, NC United States X Burns, Baron B Charlotte, NC United States X Rawls, Benjamin M Charlotte, NC United States X Thomas, Darin H Greensboro,NC United States X 5 Check only if there is NO Interested Party, D 6 UNSWORN DECLARATION My name is Matthew R Jackson and my date of birth is My address is 227 West Trade Street, Suite 1 100 Charlotte NC 28202_ USA (street) (city) (state) (zip code) {country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Mecklenburg County, State of NC ,on the 7th day of August ,2019 (month) (year) Signature of aut�arize agent co racting business entity (Declarant} Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1MM039c CERTIFICATE OF INTERESTED PARTIES FORM 1295 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. 2019-526117 Raftelis Financial Consultants, Inc. Charlotte, NC United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/07/2019 being filed. City of Round Rock Date Acknowledged: 09/10/2019 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. 000000 Professional Services Agreement- 2020 Impact Fee Analysis and Report Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Stannard,William G Kansas City, MO United States X Brandt, Peiffer A Charlotte, NC United States X Giardina, Richard D Greenwood Village, CO United X Davis,Jon P Charlotte, NC United States X Readling, Ronald K Cary, NC United States X Conti, Elaine V Charlotte, NC United States X Burns, Baron B Charlotte, NC United States X Rawls, Benjamin M Charlotte, NC United States X Thomas, Darin H Greensboro, NC 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 V1.1.39f8039c