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GM-20-12-29-095 :ewA BRUSHY CREEK REGIONAL UTILITY AUTHORITY A Partnership of Cedar Park, Leander, and hound Rock BRUSHY CREEK REGIONAL UTILITY AUTHORITY CONTRACT FOR ENGINEERING SERVICES FIRM: WALKER PARTNERS ("Engineer") ADDRESS: 804 Las Cimas Parkway,Suite 150,Austin,TX 78746 PROJECT: TWDB SWIFT Funding Application Support—Phase 2 Construction THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THI14CON CT F R ENGINEERING SERVICES ("Contract') is made and entered into on this the `` day of C4-nr ;2020 by and between the BRUSHY CREEK REGIONAL UTILITY AUTHORITY, a Texas local government corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "BCRUA"), 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, BCRUA and Engineer desire to contract for such professional engineering services; and WHEREAS, BCRUA 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: - o-/z-��1 � - ng veering Services Contract Rev.06/12 00462113/ss2 196074 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 BCRUA SERVICES BCRUA shall perform or provide services as identified in Exhibit A entitled`BCRUA 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 BCRUA and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time,which shall be subject to the approval of the General 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 BCRUA shall have the right to terminate this Contract as set forth below in Article 20. So long as the BCRUA 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 BCRUA 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 BCRUA to proceed as provided in Article 7. ARTICLE 4 COMPENSATION BCRUA shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Twenty-Nine Thousand Six Hundred Seventy-Five Dollars ($29,675.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by BCRUA. Engineer shall prepare and submit to BCRUA monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of BCRUA 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 Services requested and performed only if approved by written Supplemental Contract. ARTICLE S METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to BCRUA, 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 BCRUA. This submittal shall also include a progress assessment report in a form acceptable to BCRUA. 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 BCRUA based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement,BCRUA shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. BCRUA reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to BCRUA, 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 Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty(30) days of the day on which BCRUA 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 BCRUA 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 BCRUA from making a timely payment with federal fiends;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 BCRUA in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. BCRUA 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 BCRUA has issued a written Notice to Proceed regarding such task. The BCRUA 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 BCRUA's Designated Representative for purposes of this Contract is as follows: Karen Bondy General Manager 221 E.Main Round Rock,TX 78664 Cell Number(512) 688-0475 Work Number(512)215-9151 Email Address kbondy@bcrua.org 4 BCRUA's Designated Representative shall be authorized to act on BCRUA's behalf with respect to this Contract. BCRUA or BCRUA'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: Aaron Archer,P.E. Client Manager 804 Las Cimas Parkway, Suite 150 Austin,TX 78746 Telephone Number(512)382-0021 Email Address aarcherawalkerpartners.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with BCRUA at BCRUA's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by BCRUA, in order for BCRUA to evaluate features of the Engineering Services. At the request of BCRUA or Engineer, conferences shall be provided at Engineer's office, the offices of BCRUA, or at other locations designated by BCRUA. When requested by BCRUA, such conferences shall also include evaluation of the Engineering Services. Should BCRUA determine that the progress in Engineering Set-vices does not satisfy the Work Schedule, then BCRUA shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise BCRUA 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 BCRUA 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 BCRUA desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by BCRUA 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 frill force and effect within sixty (60) days of receipt of written notice from BCRUA 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 BCRUA 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. BCRUA assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by BCRUA 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 BCRUA in writing. In the event BCRUA finds that such work does constitute extra work and exceeds the maximum amount payable, BCRUA 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. BCRUA 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 BCRUA 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 BCRUA. 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 BCRUA. 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 BCRUA 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 BCRUA. 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 BCRUA authorizes full execution of the written Supplemental Contract and authorization to proceed. BCRUA reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of BCRUA and shall be furnished to BCRUA upon request.All documents prepared by Engineer and all documents furnished to Engineer by BCRUA shall be delivered to BCRUA upon completion or termination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished BCRUA under this Contract. 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 BCRUA, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by BCRUA. 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 fiom sources other than BCRUA.Engineer may not change the Project Manager without prior written consent of BCRUA. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from BCRUA.All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by BCRUA prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 7 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES BCRUA, 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 BCRUA 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 BCRUA before any final report is issued. BCRUA'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 BCRUA, 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 BCRUA, 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 BCRUA 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, BCRUA shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 8 Services completed at that time. Should BCRUA 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 BCRUA terminates this Contract for fault on the part of Engineer, then BCRUA 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 BCRUA, the cost to BCRUA 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 BCRUA 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 BCRUA 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 BCRUA may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to BCRUA for any additional and reasonable costs incurred by BCRUA. 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 BCRUA 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. BCRUA 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 BCRUA and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 9 Engineer shall also save and hold BCRUA harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by BCRUA in litigation or otherwise defending claims or liabilities which may be imposed on BCRUA as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. BCRUA 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 BCRUA 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, BCRUA 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. ARTICLE 26 INSURANCE I (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 10 otherwise acceptable to BCRUA. Engineer shall also notify BCRUA, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section(3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. BCRUA shall be entitled, upon request and without expense,to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to BCRUA by certified mail to: BCRUA General Manager 221 East Main Street Round Rock,TX 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by BCRUA,to any such future coverage, or to BCRUA'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 BCRUA. Such Certificates of Insurance are evidenced as Exhibit E herein entitled"Certificates of Insurance." ARTICLE 27 COPYRIGHTS BCRUA 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. 11 f 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 BCRUA. 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 BCRUA and Engineer, shall be kept on a generally recognized accounting basis and shall be available to BCRUA or its authorized representatives at mutually convenient times. The BCRUA 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: BCRUA: Brushy Creek Regional Utility Authority Attention: BCRUA General Manager 221 East Main Street Round Rock,TX 78664 12 and to: Stephan L. Sheets BCRUA Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Aaron Archer,P.E. Client Manager 804 Las Cimas Parkway, Suite 150 Austin,TX 78746 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to BCRUA due to Engineer's negligent failure to perform BCRUA may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of BCRUA's additional legal rights or remedies. (2) Force Majeure. Neither BCRUA nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given,and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis r 13 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 BCRUA to enter into this Contract. IN WITNESS WHEREOF, the BCRUA of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized BCRUA 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 teems and provisions hereof. BRUSHY CREEK REGIONAL UTILITY AUTHORITY APP R VED AS TO FORM: By: a_ i5�� LL( Karen Bondy,General Manager Stephan 4. Sheets,BCRUA Attorney WALKER PARTNERS By: Signature of Principal Printed Name: George E. Walker, Jr. 14 LIST OF EXHIBITS ATTACHED (1)Exhibit A BCRUA Services (2)Exhibit B Engineering Services (3)Exhibit C Work Schedule (4)Exhibit D Fee Schedule (5)Exhibit E Certificates of Insurance 15 EXHIBIT A OWNER SERVICES In addition to the other responsibilities of OWNER as set forth in this Agreement,the OWNER shall, at its expense: A. Review and comment on all deliverables. OWNER will provide a single set of consolidated OWNER review comments on all deliverables. B. Coordinate with cooperating jurisdictional,funding,and environmental permitting agencies as needed and issue applications and payments for required reviews,approvals,and permits. C. Participate in project meetings as described in the scope of services. D. OWNER is responsible for posting meetings and other technical materials on the OWNER website. E. Provide, as required for the Project: 1) Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2) Legal services with regard to issues pertaining to the Project as OWNER requires or deems appropriate,or ENGINEER reasonably requests, including but not limited to the review of Documents supplied by ENGINEER. F. Authorize ENGINEER to provide Additional Services as set forth in this Agreement as required. G. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform or furnish services in regard to the Project. H. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of ENGINEER'S services,or any defect or nonconformance in ENGINEER'S services,the Work, or in the performance of any Contractor. I. Provide ENGINEER with the findings and reports generated by the entities providing services to OWNER pursuant to this exhibit. 12/21/2020 4ienlker Partners ineers* surveyors EXHIBIT B ENGINEERING SERVICES GENERAL The Project generally consists of providing assistance to obtain financing for construction of the Phase 2 Raw Water Delivery System Project through the Texas Water Development Board(TWDB). The primary tasks of this agreement include: 1.0 Project Management, Coordination and Meetings 2.0 TWDB Funding Application Support 3.0 Additional Services ASSUMPTIONS ENGINEER'S assumptions apply to all tasks set forth in this Exhibit. 1. The funding application will include funding for Construction and Construction Phase Services the following projects: a. Phase 2 Raw Water Delivery System Project. b. Phase 1D Water Treatment Plant(WTP)Expansion Project. c. Pedernales Electric Cooperative(PEC)Final Power Project. 2. The Phase 1D WTP Expansion will increase the WTP capacity to approximately 41.9 MGD allocated among the City of Cedar Park(11.2 MGD), City of Leander(19.5 MGD), and City of Round Rock(11.2 MGD). 3. The ultimate system capacity of the Phase 2 Raw Water Delivery System is 144.7 MGD allocated among the OWNER WTP(105.8 MGD), the City of Cedar Park WTP(26.9 MGD), and the City of Leander(Sandy Creek) WTP(12.0 MGD). 4. City of Round Rock will not be using TWDB financing to fund their portion of the Project. S. City of Cedar Park and City of Leander will apply for TWDB State Water implementation Fund for Texas(SWIFT)low interest loans to fund their portions of the Project. 6. Phase 2 costs and cost allocations shall be determined from opinions of probable construction costs developed from final design of the Project. 7. Estimated costs for the PEC Permanent Power Project shall be determined from information provided by PEC. BASIC SCOPE OF SERVICES Task 1.0-Project Management,Coordination,and Meetings 1.1 Project Administration. Provide administration and management of the project. 1.1.1 Project Management Plan (PMP). Develop, document, and monitor the following plans and procedures to coordinate administration of the contract:team 12/21/2020 W ienlker Partners ineers*surveyors communication, quality management, document control, and cost and schedule control. 1.1.2 Manage and coordinate staff resources and project planning. Assign qualified and experienced personnel in a timely manner to project activities and coordinate the efforts of such personnel to comply with budget,schedule,scope, and quality. 1.1.3 Prepare and submit monthly invoices and project progress reports. As a minimum, monthly progress reports shall include a summary description of tasks completed as of the report date,financial status of the project, status of schedule for project, and identification of technical or other issues which may have an impact to the overall project budget and/or schedule. 1.1.4 Facilitate document control and document sharing for electronic filing of documents. 1.2 Project Meetings. Attend up to four meetings with the OWNER and/orTWDB. Task 1.0 Deliverables ■ Monthly invoices and project progress reports ■ Meeting agendas and minutes(as required) Task 2.0-TWDB Funding Application Support 2.1 Phase 2 Funding Plan. Provide assistance in obtaining financing for the project. Develop a funding plan guidance document for OWNER and member cities to fund final design of Phase 2. Coordinate development of the funding plan with the TWDB, OWNER, and designated financial advisors of each member city. 2.1.1 Coordinate with OWNER to estimate total costs to be included in the SWIFT applications. 2.1.2 Allocate costs to each member city for each cost component based on the corresponding reserved system capacity for the development of individual city funding plans. 2.2 Funding Application Support. Support the preparation of the Abridged and Full financial assistance applications. Support is limited to the review of information prepared by the OWNER financial advisor and provision of engineering details necessary for completion of the. OWNER shall provide application attachments for Parts A through D as required. Assemble and deliver the complete application to OWNER. Support OWNER with resolving TWDB comments and prepare the final application. Task 2.0 Deliverables ■ Funding Plan Guidance Document(Microsoft Excel spreadsheet) ■ SWIFT Abridged and Full Financial Applications(with support by OWNER and O WNER'S financial advisors) 2/21/2020 1 Olnen4ginelers rPartners I Task 3.0-Additional Services The following Additional Services are not included in the Scope of Services and will not be performed unless specifically authorized by the OWNER: 3.1 Preparation and submittal of general, legal, and fiscal submittals to TWDB on behalf of OWNER and/or member cities including but not limited to Infrastructure Financing Report Surveys,Water Conservation and Drought Contingency Plans, Financing Agreements, Private Placement Memoranda, and Master Agreements for TWDB Funding. 3.2 Coordination with other regulatory including but not limited to Texas Parks &Wildlife Department(TPWD), U.S. Fish &Wildlife Service(USFWS),Texas Historical Commission (THC), and U.S. Environmental Protection Agency(USEPA). 3.3 Presentations to the TWDB Board of Directors. 3.4 Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration, or other dispute resolution process related to the Project. 12/21/2020OWalker Partners engineers,r surveyors EXHIBIT C WORK SCHEDULE The Basic Scope of Services as set forth in Exhibit B will be performed as follows. ENGINEER'S receipt of an executed copy of this agreement will serve as authorization to proceed. Task Duration 1.1 Project Management, Coordination, Meetings Through project completion 2.1 Funding Plan 2 month 2.2 Funding Application Support 10 months 12/21/2020 Walker Partners engineers *surveyors EXHIBIT D COMPENSATION Total compensation for Basis Services set forth in Exhibit B is estimated to be$29,675. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit B on the basis of Lump Sum as described in Paragraph 1.0. ENGINEER'S labor and fee summary is attached as Appendix 1. 1.0 OWNER shall pay ENGINEER for Basic set forth in Exhibit B as follows: A. A Lump Sum amount of$29,675 as detailed in the below fee and labor summary. B. The portion of the Lump Sum amount billed for ENGINEER'S services will be based upon ENGINEER'S estimate of the percentage of the total services actually completed during the billing period for each Task described in Paragraph 1.0(A). C. ENGINEER shall not exceed the total Lump Sum amount unless approved in writing by the OWNER. D. The Lump Sum includes compensation for ENGINEER'S services and services of ENGINEER'S Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor costs, overhead, profit, expenses, and Consultant charges. Senior Project QA/QC Admin Total Total TASK DESCRIPTION Manager Reviewer Support Hours Expenses Fee LABOR 1.0 Project Management,Coordination,and Meetings 1.1 Project Administration 6 8 14 $25 $2,445 1.2 Project Meetings 16 4 20 $250 $5,230 TASK SUBTOTAL 22 0 12 34 $275 $7,675 2.0 TWDB Funding Application Support 2.1 Funding Plan 8 2 1 10 $2,900 2.2 Funding Application Support 60 2 12 74 $100 $19,100 TASK SUBTOTAL 68 4 12 84 $100 $22,000 Total Hours 90 4 24 118 Total Fee $26,100 1 $1,160 $2,040 1 $375 $29,675 12/21/2020 @)14.,er Partners ers+surveyors EXHIBIT E Certificates of Insurance Attached Behind This Page WALKPAR-01 ELIMME ACORL7" CERTIFICATE OF LIABILITY INSURANCE DATE 12/1812020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER co ACT Eva Limmer Ward&Moore Insurance Services 'CNN,Ext):(254)865-8411 jnAic,No): PO Box 179 EMAIL Gatesville,TX 76528 DD •elimmer@ward-moore.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:The Cincinnati CasualCompany 28665 INSURED INSURERB:TeXas Mutual Insurance Company 22945 Walker Partners,LLC INSURER c:BeazIeV Insurance Company Inc. 37540 823 Washington Ave,Ste 100 INSURER D: Waco,TX 76701-1252 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. INSR TYPE OF INSURANCE ADDL SUBINSO DR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRA X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE ❑X OCCUR EPP 0266941 7130/2020 7130/2021 DPAMAGETOREoaNTEDuee $ 1,000,000 X PD Deductible:$250. MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECT AI LOC PRODUCTS-COMPIOPAGG S 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COM81NdEeDtSINGLELIMIT $ 1,000,000 fEaX ANY AUTO EBA 0266941 7130/2020 7130/2021 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS v/./�J p BODILY INJURY Per accident S HUTS ONLY AUTOS ONLY PPeOr aciRdent AMAGE $ $ A X UMBRELLALIA13 X OCCUR EACH OCCURRENCE S 10,000,000 EXCESS LIAB CLAIMS-MADE EPP 0266941 7130/2020 7130/2021 AGGREGATE $ 10'000'000 DED X I RETENTION$ 0 $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE 0001226901 713012020 7/30/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE Y E.L.EACH ACCIDENT 5 OFFICER/MEMBER EXCLUDED? ❑N N I R (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If S describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab.& V11CD0201001 7/30/2020 7/30/2021 SEE DESCRIPTION C Pollution Liab. V11CDO201001 7/30/2020 7/30/2021 OF OPERATIONS DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space is required) Project: BCRUA Funding Support Additional Insured endorsement for General Liability,Auto Liability&Umbrella Liability attached. Waiver of Subrogation endorsement for General Liability,Auto Liability&Workers'Compensation attached. 30 Day Notice of Cancellation endorsement for General Liability,Auto Liability,Umbrella Liability&Workers'Compensation policies attached. 30 Day Notice of Cancellation endorsement for Professional Liability policy available upon request. General Liability,Auto Liability&Umbrella Liability Primary&Non-Contributory endorsement attached. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE BCRUA General Manager THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 ACCORDANCE WITH THE POLICY PROVISIONS, 221 East Main Street Round Rock,TX 78664 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:WALKPAR-01 ELIMMER LOC#: 1 ACC>R V' ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Ward&Moore Insurance Services Walker Partners,LLC 823 Washington Ave Ste 100 POLICY NUMBER Waco,TX 76701-125 EE PAGE 1 McLennan CARRIER NAIC CODE EE PAGE 1 SEE P 1 EFFECnvEDATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: CertlOcate of Liability Insurance Description of Operations/LocationsNehicles: Engineers Professional&Pollution Liability-Policy#V11 CD0201001 Limits: $5,000,000 Each Claim-Includes Claims Expenses $5,000,000 Aggregate-Includes Claims Expenses $100,000 Deductible Each Claim-Includes Claims Expenses ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD