BCRUA_R-10-01-20-7C RESOLUTION NO. R-10- 01- 20-z
WHEREAS, the Brushy Creek Regional Utility Authority ("BCRUA" )
desires to enter into an agreement with Pre-Test Laboratory of
Central Texas for construction materials testing and geotechnical
services, Now Therefore .
BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY
AUTHORITY,
That, subject to the approval of the Participating Cities, the
Board President is hereby authorized and directed to execute on
behalf of the BCRUA an Agreement for Consulting Services for
Construction Materials Testing and Geotechnical Services for the
BCRUA Raw Water Pipeline, Phase One, Contract 1 Project with Pre-
Test Laboratory of Central Texas, a copy of same being attached
hereto as Exhibit "A" and incorporated herein for all purposes .
The Board hereby finds and declares that written notice of the
date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 20th day of January, 2010 .
MITCHULLER, esident
Brushy eek onal Utility Authority
T EST:
�� v b . tlu�.
r
and Secretary
v
Agreement for Consulting Services for
Construction Materials Testing and Geotechnical Services for the
BCRUA Raw Water Pipeline, Phase One, Contract 1 Project
with Pre-Test Laboratory of Central Texas
AGREEMENT made as of the day of the month of in the year Two
Thousand Ten(2010).
(In words,indicate day,month and year.)
BETWEEN the Brushy Creek Regional Utility Authority,identified herein as the"BCRUA":
(Name,address and other Wormatlon)
BCRUA
221 East Main Street
Round Rock,Texas 78664
and Consultant, identified herein as"Consultant"or"Pre-Test":
(Name,address and other information.)
Pre-Test Laboratory of Central Texas
Post Office Box 1014
Georgetown,Texas 78627
For the following Project:
(Inchtde detailed description of Project.)
Consulting services including providing construction materials testing and geotechnical services,such services to include(by
way of illustration and not limitation)certain project management and administration services,and observation and testing of
the following construction materials:gradation testing of proposed bedding gravel; moisture density relationships of material
used for backfill of trench lines, roadway subgrade, and roadway base courses; field density testing of bedding, trenchline
backfill, roadway subgrade and roadway base; hot mix asphaltic concrete testing; concrete testing and inspection; soils
compaction testing and inspection; identification and classification testing;and asphaltic concrete testing. All such services
shall be on site of said Project located in Williamson County,Texas.
BCRUA and Consultant agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the folloti-Mg items by Inserting the requested h1 ormation or a statement such as "not applicable," "nnknoirn at time of
execullon"or"to be determined later by unaual agreement.)
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(idenlify or describe,if appropriate,proposed use or goals.)
Objectives include,but are not limited to, obtaining consulting services from Pre-Test including providing construction
materials testing services on site of the Raw Water Pipeline,Phase One,Contract 1 Project for BCRUA.
1.1.2.2 The physical parameters are:
(Identify or describe,11 appropriate,size,location,dimensions,or other perllnent information,such as geotechnical reports about the site.)
1.1.2.3 BCRUA's Program is:
(Identify documentation or slate the manner in which the program mill be developed)
1.1.2.4 The legal parameters are:
Qdewt&pertinent legal information,Including.fappropriate,land surreys and legal descriptions and restrictions of the site)
00180639/jkg 1!VH1Vftq ic 53
1.1.2.5 The financial parameters are as follows:
The estimated fee for the projected cost for Pre-Test's consulting services shall be a not-to-exceed amount of
$150,000.00,comprised of the following services:
See Exhibit"A"attached hereto and incorporated herein for all appropriate purposes,the said
Exhibit"A"containing"Quotation for Testing Laboratory Services"attachment.
The fee shall be full compensation for all services performed and to be performed by Consultant under this Agreement,
and such not-to-exceed amount may not be revised in any fashion other than by written Supplemental Agreement as
provided for herein. BCRUA shall pay Consultant on a"time and materials" basis, Pre-Test agrees to accept payment
from BCRUA on such basis, and the parties expressly agree that only work actually performed by Pre-Test will be paid
for by BCRUA.
• BCRUA may require the services of Pre-Test on an on-call basis as scheduled by BCRUA's representatives. Pre-
Test requests twenty-four(24)hour notifications to properly schedule work.
• No technician time or mileage expense will be charged by Pre-Test.
• Invoices shall be submitted monthly for work done in standard format acceptable to BCRUA. Invoices are due and
payable upon receipt, in accordance with Section 1.3.9.1 and Section 1.5.3 of this Agreement. The parties evidence
their understanding that this Agreement is performable in Williamson County,Texas. hi the event that the State of
Texas legislates a sales tax on professional services, the amount of tax applicable will be added to the appropriate
service rate charged by Consultant.
1.1.2.6 The time parameters are:
(!dent&5,,if appropriate,milestone dates,duralions or fast track scheduling.)
Thirty-six (36) montlis from Consultant's receipt of BCRUA's written Notice to Proceed, with no prohibition against
renewal by mutual agreement.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid,negotiated contract,or construction management)
Consulting services herein are engaged by this negotiated Agreement.
1.1.2.8 Other parameters are:
(Identify special clearacterislics or needs of the Project such as energy;environmental or historic preservation requirements)
1.1.3 PROJECT TEAM
1.1.3.1 BCRUA's Designated Representative is:
(List name,address and other infori nation.)
Michael F.Thuss, P.E.
BCRUA Program and Construction Manager
221 East Main Street
Round Rock,Texas 78664
1.1.3.2 The persons or entity, in addition to BCRUA's Designated Representative, who is required to review
Consultant's submittals to BCRUA are:
(List name,address and other informailom)
Unknown at this time.
1.1.3.3 BCRUA's other consultants and contractors are:
(List discipline and,if known,ident)5,then by and address.)
Unknown at this time.
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1.1.3,4 Consultant's Designated Representatives are:
(List nanre,address and other h1formation)
Clint Truitt
Pre-Test,Principal
Post Office Box 1014
Georgetown,Texas 78627
1.1.3.5 The consultants retained at Consultant's expense are:
(List discipline and,i(known,identity them by name and address)
1.1.4 Other important initial information is:
it is expressly understood and agreed by and between the parties hereto that any alteration in schedule,compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to
this Agreement must be duly authorized by Board action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 BCRUA and Consultant shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships.
1.2.2 OWNER'S RESPONSIBILITIES
1.2.2.1 Unless otherwise provided under this Agreement, BCRUA shall provide full information in a timely manner
regarding requirements for and limitations on the Project. BCRUA shall furnish to Consultant, within fifteen (15) days
after receipt of a written request, information necessary and relevant for Consultant to evaluate,give notice of or enforce
rights.
1.2.2.2 BCRUA shall establish and periodically update the budget for the Project,including that portion allocated
for the Cost of the Work,BCRUA's other costs,and reasonable contingencies related to all costs.
1.2.2.3 BCRUA's Designated Representative identified in Section 1.1.3 shall be authorized to act on BCRUA's behalf
with respect to the Project. BCRUA or BCRUA's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by Consultant in order to avoid unreasonable delay in the orderly and sequential
progress of Consultant's services.
1.2.2.4 Unless otherwise provided in this Agreement, and if requested in writing, BCRUA shall furnish or pay for
tests, inspections and reports required by law.
1.2.2.5 BCRUA shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet BCRUA's needs and interests.
1.2.2.6 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in
the Project,including any errors,omissions or inconsistencies.
1.2.3 CONSULTANT'S RESPONSIBILITIES
1.2.3.1 The services performed by Consultant shall be as enumerated in Article 1.4 and as enumerated elsewhere
herein,in attached and accompanying documents,in exhibits,in supplemental documents,and in related documents.
1.2.3.2 Consultant's services shall be performed as expeditiously as is consistent with professional skill and care and
the orderly progress of the Project. Consultant sliall submit for BCRUA's approval a schedule for the performance of
services which initially shall be consistent with the time periods established in this Agreement and which may be
adjusted, if necessary and approved BCRUA,as the Project proceeds.This schedule shall include allowances for periods
of time required for BCRUA's review, and for approval of submissions by authorities having jurisdiction over the
Project. Time limits established by this schedule approved by BCRUA shall not, except for reasonable cause, be
exceeded by Consultant or BCRUA.
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1.2.3.3 Consultant, through its Designated Representative identified in Section 1.1.3.4, shall be the person authorized
to act with respect to the Project.
1.2.3.4 Consultant shall maintain the confidentiality of information specifically designated as confidential by BCRUA,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent
Consultant fi•om establishing a claim or defense in an adjudicatory proceeding.
1.2.3.5 Except with BCRUA's knowledge and consent, Consultant shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise Consultant's professional judgment
with respect to this Project.
1.2.3.6 Consultant shall review laws, codes, and regulations applicable to his services. Consultant shall respond in the
Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by BCRUA. Each party shall provide prompt written notice to the other if either becomes aware of any errors,
omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or,to the extent the Project is not completed,the estimated cost to
BCRUA of all elements of the Project designed or specified by Consultant.
1.3.1.2 The Cost of the Work shall be as delineated herein in Section 1.1.2.5.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, reports, specifications and other documents, including those in electronic form, prepared by
Consultant are for use solely with respect to this Project. All Consultant's designs and work product under this
Agreement, completed or partially completed, shall be the property of BCRUA to be used as BCRUA desires, without
restriction on future use;by execution of this Agreement and in confirmation of the fee for services to be paid under this
Agreement, Consultant hereby conveys, transfers and assigns to BCRUA 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 Agreement. Copies may be
retained by Consultant.
1.3.2.2 Upon execution of this Agreement, Consultant grants to BCRUA permission to reproduce Consultant's
Instruments of Service for purposes of constructing, using and maintaining the Project, provided that BCRUA shall
comply with all obligations,including prompt payment of all sums when due,under this Agreement.If and upon the date
Consultant is adjudged in default of this Agreement, BCRUA is permitted to authorize other similarly credentialed
persons to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of
Service for the purposes of completing, using and maintaining the Project.
1.3.2.3 BCRUA shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to
another party without the prior written agreement of Consultant. 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 BCRUA's sole risk and without liability to Consultant.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of Consultant may be accomplished after execution of this Agreement,without invalidating
the Agreement, if mutually agreed in writing. It is expressly understood and agreed by and between the parties hereto
that any alteration in schedule,compensation and Change in Services shall be effected only by Supplemental Agreement
hereto. Any such Supplemental Agreement to this contract must be duly authorized by Board action.
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1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation. If such matter relates to or is the subject of a lien arising out of Consultant's services, Consultant may
proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the
matter by mediation.
1.3.4.2 BCRUA and Consultant shall endeavor to resolve claims, disputes and other matters in question between them
by mediation.Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall
proceed in advance of legal or equitable proceedings,which shall be stayed pending mediation for a period of sixty(60)
days from the date of filing,unless stayed for a longer period by agreement of the parties or court order.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon.Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 BCRUA and Consultant hereby expressly agree that no claims or disputes between BCRUA and Consultant
arising out of or relating to this Agreement or a breach hereof shall be decided by any arbitration proceeding, including,
without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state
arbitration statute, except that in the event that BCRUA is subject to an arbitration proceeding related to the Project,
Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required or requested by
BCRUA for complete relief to be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 Consultant and BCRUA waive consequential damages for claims,disputes or other matters in question arising
out of or relating to this Agreement. This mutual waiver is applicable, Without limitation, to all consequential damages
due to either party's termination in accordance with Section 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas,and venue shall lie in Williamson County,
Texas.
1.3.7.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to
have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final
Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of
limitations commence to run any later than the date when Consultant's services are substantially completed.
1.3.7.3 To the extent damages are covered by property insurance during construction,BCRUA and Consultant waive all
rights against each other and against the contractors, consultants,agents and employees of the other for damages,except
such rights as they may have to the proceeds of insurance as delineated between BCRUA and Contractor.
1.3.7.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action ill favor of
a third party against either BCRUA or Consultant.
1.3.7.5 If BCRUA requests Consultant to execute certificates, the proposed language of such certificates shall be
submitted to Consultant for review at least fourteen (14) days prior to the requested dates of execution. Consultant shall
not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this
Agreement.
1.3.7.6 BCRUA and Consultant, respectively, bind themselves, their successors, assigns and legal representatives to
the other party to this Agreement and to the successors,assigns and legal representatives of such other party with respect
to all covenants of this Agreement. Neither BCRUA nor Consultant shall assign this Agreement without the written
consent of the other, except that BCRUA may assign this Agreement to an institutional lender providing financing for
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the Project. In such event, the lender shall assume BCRUA's rights and obligations under this Agreement. Consultant
shall execute all consents reasonably required to facilitate such assignment.
1.3.7.7 Consultant shall comply with all applicable federal and state laws,and with all applicable rules and regulations
promulgated by all local, state and national boards,bureaus and agencies. Consultant shall further obtain all permits and
licenses required in the performance of the personal services contracted for herein.
1.3.7.8 Consultant will pay all taxes, if any, required by law arising by virtue of the personal services performed
hereunder.
1.3.7.9 Consultant covenants and represents that it 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 Project.
1.3.7.10 Consultant understands and agrees that time is of the essence and that any failure of Consultant to complete
the services for each portion of this Agreement within the agreed schedule will constitute a material breach of this
Agreement.
1.3.7.11 Neither BCRUA nor Consultant shall be deemed in violation of this Agreement if prevented from performing
any obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However,
notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to
mitigate its effects.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If BCRUA fails to make payments to Consultant in substantial compliance with this Agreement, such failure
may be considered substantial nonperformance and cause for suspension of performance of services under this
Agreement. If Consultant elects to suspend services, prior to suspension of services, Consultant shall give thirty (30)
days' written notice to BCRUA. In the event of a suspension of services, Consultant shalt have no liability to BCRUA
for delay or damage caused BCRUA because of such suspension of services. Before resuming services, Consultant
shall be paid all non-disputed sums due prior to suspension. Consultant's fees for the remaining services and the time
schedules shall be equitably adjusted.
1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and frilly understood by Consultant that
BCRUA may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for
the convenience of BCRUA, upon thirty (30) days' written notice to Consultant, with the understanding that
inunediately upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Consultant shall invoice BCRUA for all work satisfactorily completed and shall be compensated in accordance with the
terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or
anticipated profits. All plans, field surveys,maps,cross sections and other data, designs and work related to the Project
shall become the property of BCRUA upon termination of this Agreement, and shall be promptly delivered to BCRUA
in a reasonably organized form without restriction on future use. Should BCRUA subsequently contract with another
person for continuation of services on the Project,Consultant shall cooperate in providing information.
1.3.8.3 Nothing contained in Section 1.3.8.2 shall require BCRUA to pay for any work which is unsatisfactory as
determined by BCRUA's representative or which is not submitted in compliance with the terns of this Agreement.
BCRUA shall not be required to make any payments to Consultant when Consultant is in default under this Agreement,
nor shall this section constitute a waiver of any right, at law or at equity, which BCRUA may have if Consultant is in
default, including the right to bring legal action for damages or to force specific performance of this Agreement.
1.3.9 PAYMENTS TO CONSULTANT
1.3.9.1 Payments on account of services rendered shall be made monthly upon presentation of Consultant's invoices.
No deductions shall be made fl-om Consultant's compensation on account of penalty, liquidated damages or other sums
withheld from payments, or on account of the cost of Changes in the Work, other than those for which Consultant has
been adjudged to be liable.
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ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement
between BCRUA and Consultant and supersedes all prior negotiations, representations or agreements, either written or
oral.This Agreement may be amended only by written instrument signed by both BCRUA and Consultant.
1.4.1.1 Other documents as follows:
(List other documents,tf any,forming part of the Agreement.)
Exhibit"A"entitled"Quotation for Testing Laboratory Services."
1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For Consultant's services as described herein,compensation shall be computed as follows:
In accordance with Section 1.1.2.5 herein.
1.5.2 If the services of Consultant are changed as described in Section 1.3.3.1, the compensation may be adjusted.
Such adjustment shall be calculated in an equitable manner.
(Insert basis of compensation, including rates and multiples of Direct Personnel Evpvnse for Principals and employees,and idewj6,Principals and
classify emplo)•ees,if rewired.idenN{jy specific services to which particular uwethods of compensation apply)
1.5.3 Payments are due and payable thirty (30)days from the date of Consultant's invoice, or not later than the time
period required under the Texas Prompt Payment Act, whichever is later. Non-disputed amounts unpaid sixty(60)days
after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing
from time to time at the principal place of business of Consultant.
(Insert rate of interest agreed upon.)
(Usury lases and requirements wider lire Federal Trudy in Lending Act,similar state and local cousrmner credit laws and other regulations at the
Owner's and Archilect's principal places of business,the location of the Project and elsess-here may q ffect the validUy of this provision.Speck legal
advice should be obtained with respect to deleilons or modifications,and also regarding requirements such as written disclosures or waivers)
ARTICLE 1.6 INDEMNIFICATION
1.6.1 Indemnification (Damage Claims). Consultant agrees to defend, indemnify and hold BCRUA, its officers,
agents and employees, harmless against any and all claims, lawsuits,judgments, costs and expenses for personal injury
(including death), property damage or other harm for which recovery of damages is sought, suffered by any person or
persons, that may arise out of or be occasioned by Consultant's breach of any of the terms or provisions of this
Agreement, or by any negligent act or omission of Consultant in the performance of this Agreement; except that the
indemnity provided for in this section shall not apply to any liability resulting from the sole negligence of BCRUA, its
officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both
Consultant and BCRUA,responsibility and indemnity, if any,shall be apportioned comparatively in accordance with the
laws of the State of Texas, without, however, waiving any governmental immunity available under Texas law and
Without waiving any defenses of the parties under Texas law.The provisions of this section are solely for the benefit of
the parties hereto and not intended to create or grant any rights,contractual or otherwise,to any other person or entity.
ARTICLE 1.7 INSURANCE
1.7.1 Insurance. Consultant, at its sole cost, shall purchase and maintain during the term and entire duration of this
Agreement minimum insurance coverages in the types and amounts as follow:
A. Comprehensive General Liability Insurance with minimum Bodily Injury limits of$300,000 for each occurrence
including like coverage for acts and omissions of subcontractors and contractual liability coverage;
B. Property Damage Insurance with minimum limits of$50,000 for each occurrence including like coverage for acts
and omissions of subcontractors and contractual liability coverage.
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C. Automobile Liability Insurance for all owned,non-owned,and hired vehicles with minimum limits for Bodily Injury
of$100,000 for each person and $300,000 for each occurrence, and Property Damage minimum limits of$50,000 for
each occurrence. Consultant shall require subcontractors to provide Automobile Liability Insurance with the same
minimum limits.
1.7.2 Insurance Requirements.
(1) All insurance shall be obtained by Consultant from a company authorized to do insurance business in
Texas and otherwise acceptable to BCRUA.
(2) Consultant shall not commence work at any site tinder this Agreement until it has obtained all required
insurance and until such insurance has been approved by BCRUA. Consultant shall not allow any subcontractors to
commence work until all insurance required has been obtained and approved. Approval of the insurance by BCRUA
shall not relieve or decrease the liability of Consultant hereunder.
1.7.3 Insurance Policy Endorsements.Each insurance policy hereunder shall include the following conditions by
endorsement to the policy:
(1) Each policy shall require that thirty(30)days prior to the expiration,cancellation,non-renewal or any
material change in coverage,a notice thereof shall be given to BCRUA by certified mail to:
BCRUA
221 East Main Street
Round Rock,Texas 78664
Consultant shall also notify BCRUA, within 24 hours of receipt, of any notices of expiration,
cancellation,non-renewal,or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against BCRUA for payment of any
premiums or assessments for any deductibles which all are at the sole responsibility and risk of Consultant.
(3) The term "BCRUA" shall include all authorities, boards, commissions, departments, and officers of
BCRUA and the individual members, employees and agents thereof in their official capacities, and/or while acting on
behalf of BCRUA.
(4) The policy clause"Other Insurance"shall not apply to any insurance coverage currently Reid by BCRUA,
to any such future coverage, or to BCRUA's Self-Insured Retentions of whatever nature.
1.7.3 Cost of Lrsurance. The cost of insurance required herein to be secured and maintained by Consultant shall be
borne solely by Consultant,with certificates of insurance evidencing such coverage in force to be filed with BCRUA.
IN WITNESS WHEREOF, the Brushy Creek Regional Utility Authority has caused this Agreement to be
signed in its corporate name by its officer duly authorized to execute the same in its behalf,and by the duly authorized
representative of Pre-Test Laboratory of Central Texas, with both parties binding themselves, their successors and
assigns and legal representatives for the faithful and full performance of the terms and provisions of this Agreement.
OWNER: CONSULTANT:
BRUSHY CREEK REGIONAL UTILITY AUTHORITY PRE-TEST LABORATORY OF CENTRAL TEXAS
By: By:
Printed Name: Mitch Puller Printed Name:
Title: President Title:
Date Signed: Date Signed:
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ATTEST:
John Cowman,Secretary
FOR BCRUA,APPROVED AS TO FORM:
Stephan L.Sheets,Attorney
i
Pre-Test Laboratory
P.O. Box 1014
Georgetown,,rX 78627
(512)863-8777
Austin Metro(512)930-3881
Fax(512)-868.1230
iQUOTATION FOR TESTING LABORATORY SERVICES
i
To: Brushy Creek Regional Utility Authority Date: 12-28-09
221 E.Main
Round Rock,TX 78664
Project: Raw Water Pipeline,Phase One-Contract I
SERVICE FEE
CONCRETE TESTING AND INSPECTION
Mix Inspection on Jobsite 45.00 hr.
Compression'Test Cylinders made in conjunction with Mix Inspection 25.00 ea.
Compression Test Cylinders,making,pick-up,curing,testing,&report.(minimum of 4 per trip) 35.00 ea.
SOILS COMPACTION'TESTING AND INSPECTION
Moisture Density Curve,Proctor TEX 113E 150.00 ca.
Moisture Density Curve,Proctor TEX 113E with Atterberg Limit Test 200.00 ca,
In-Place Moisture Density"Test(Minimum of 4 per trip) 35.00 ca.
Standby Time not attributable to Pre-Test Laboratory 45.00 hr.
IDENTIFICATION AND CLASSIFICATION TESTS
Liquid Limit 50.00 ea.
Plastic Limit 50.00 ca.
Sieve Analysis 65.00 ea.
ASPHALTIC CONCRETE TESTING
Extraction Gradation 100.00 ea.
Marshall Stability&I-low(3 per set) 90.00 set
Theoretic Specific Gravity 65.00 ea.
Asphaltic Concrete Coring,Thickness,&Density 65.00 ea.
NO TECHNICIAN TIME Olt MILEAGE EXPENSE CHARGED ICOR THIS JOB
Respectfully submitted
Approved this day of 2009 Pre-Test, ab o t6i
l /
Clint Truitt
CEXHIBIT
"All
PRE-TEST LABORATORY
of Central Texas
P. O. BOX 1014
GEORGETOWN,TX 78627
(512) 863-8777
(512) 930-3881
December 28,2009
Brushy Creek Regional Utility Authority
221 E.Main Street
Round Rock,TX 78664
Attn:Mike Thuss, P.E.
Re: Exibit B:Consultants Responsibilities
BCRUA,Raw Water, Phase One-Contract 1 Geotechnical and Materials Testing Services
Pre-Test Laboratory's responsibilities for the project referenced above include but are not limited to:
1-Gradation testing of proposed bedding gravel
2-Moisture Density Relationships of material used for backfill of trench lines,roadway subgrade,and
roadway base courses
3-Field density testing of bedding, trenchline backfill,roadway subgrade, &roadway base
4-Hot Mix Asphaltic Concrete testing
The testing shall be done at the direction of the owners or engineers representative.
Respectfully submitted
Pre-Te$, tSora pry
"�int Trt i � �
12/29/2009 TUB LOIOI FAX 512 258 8882 Greater Texas Insurance 14001/002
ACORD CERTIFICATE OF LIABILITY INSURANCEDATElWAvDIYYYY)
09/0912009
PRODUCER THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION
Greater Texas Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
9809 Anderson Milt Road HOLDER.THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Austin TX 78760 ALTER E COVERAGE AFFORDED BY THE POLICIES BELOW.
(512)2505055
INSURERS AFFORDING COVERAGE MAIC N
INSURED IrrsLiwRATexas Mutual Insurance
Pre Test Laboratory of Central Texas
ClintTrukt' u4SUWRnTravele)s -Phoentxlnsuranco 25623
P.O.Box 1014 iMW_A9RcTravelers Lloyds Insurance 1262
Georgetown TX 76627- 1N5QKR
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COVERAGES
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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
NSR ADDt POLICY R POLICY EFFECTIVE POLICY EXPD7AP ^^ LtM t
C GENERAL LIABILITY 1660606BB414 1012612009 1012612010 OrrF£nK'E 1,000,000
X c.O+.VERCIAL GeARAL LIAStITY DAMAGE To KEN(LU 100,000
clxl'uAUDe X Ocala ?&D me sm)_ 5,000
PERSONAL&ADVWJLY4Y 1,000,ODD
GEIF.RALAGWEGATE_____�,_.. 2,000,000
NL AGGREGATE UAUT IESPEJ4. .,TS-COI.'PJOP ACS' 2,000,000
XPOLICY n PRO- LCd-
B AuroMos11J<LIABILITY BA0654B594 10126/1009 1012612010
X ICO atSI
ONGLIMIT ; 500,000
ANY ALTO ..._..--
ALL CfhVEO AUTO$ ROOLY ULURY
S0?LCU1EOAU70S
X }aREOAUI0.S BODLYIrLVFC! ------.------
X KOMOVA.EDAUIOs (Pacaccidanl) S
PFCPERTY LAVAGE S
(Pa(acc k6nl)
GARA GE LIABILITY Y ACCID134T
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EMPLOYERS'LIABILITY E L.EA01 ACCICENr 100,000
AVN rYi"ETOFLFAfZ7rB EXF.4m"ES
0MCERlAEhOERFXCLUDED9 E SEAS -EA EIAPLOYEE 1 100,000
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EL DSEASE•POUCf I.MT S 500,000
OTHER
DESCRIPTION OF OPERA TIONS ILOCA110"IYEHICLES F EXCLUSIONS ADDED BY ENDORS£ASEN T1 SPECIAL PROVISIONS
Fax:868-1230
CERTIFICATE HOLDER CANCELLATION A1020006
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR 10 MAIL 10 DAYS WRITTEN
Brushy Creek Regional Utility Authority NOTICE TOME CERTIFICATE HOLDERNAMED70MELEFT,BUT FAILURE T00030SHALL
221 E Main St IMPOSE NO OBLIGATION OR LIABILITY OF ANY MND UPON AHE INSURER,Ili AGENTS OR
Round Rock TX 78664- REPRESENTATIVES.
AUTHORQEO REPRE£ENTATIVE
ACORD 25(2001108) 0 ACORD CORPORATION 1089
DATE: January 15, 2010
SUBJECT: BCRUA Board Meeting—January 20, 2010
ITEM: 7C. Consider a resolution authorizing the President to execute a Material
Testing Agreement with Pre-Test Laboratory of Central Texas for the Raw
Water Transmission Line, subject to the approval of the Participating Cities.
Presenter: Michael Thuss
Program Manager
Justification:
This agreement is for the construction materials testing services on site of the Raw Water Pipeline,
Phase One, Contract 1 Project for BCRUA executed over 36-month period.
Funding:
$1S0,000.00
Outside Resources: Pre-Test Laboratory of Central Texas
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Agreement for Consulting Services for
Construction Materials Testing and Geotechnical Services for the
BCRUA Raw Water Pipeline, Phase One, Contract 1 Project
with Pre-Test Laboratory of Central Texas
AGREEMENT made as of the day of the month of in the year Two
Thousand Ten(2010).
(ln words,indicate d(o:mouth mrd}var.)
BETWEEN the Brushy Creek Regional Utility Authority, identified herein as the"BCRUA":
(Mane,address and other infornallo n)
BCRUA
221 East Main Sheet
Round Rock,Texas 78664
and Consultant,identified herein as"Consultant"or"Pre-Test":
(None,address and otter information.)
Pre-Test Laboratory of Central Texas
Post Office Box 10 14
Georgetown,Texas 78627
For the following Project:
(Inchnde detailed description of Project.)
Consulting services including providing construction materials testing and geotechnical services,such services to include(by
way of illustration and not limitation)certain project management and administration services,and observation and testing of
the following construction materials:gradation testing of proposed bedding gravel;moisture density relationships of material
used for backfill of trench lines, roadway subgrade, and roadway base courses; field density testing of bedding, trenchline
backfill, roadway subgrade and roadway base; hot mix asphaltic concrete testing; concrete testing and inspection; soils
compaction testing and inspection;identification and classification testing;and asphaltic concrete testing. All such services
shall be on site of said Project located in Williamson County,Texas.
BCRUA and Consultant agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(]Vote the disposition for the fol/ming items by inserting the requested information or a statement such as "not applicable," "unknown at tune of
execration"or"to be determined later by nrutntal agreement.')
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identh,or describe,if appropriate,proposed use or goals.)
Objectives include,but are not limited to, obtaining consulting services from Pre-Test including providing construction
materials testing services on site of the Raw Water Pipeline,Phase One,Contract 1 Project for BCRUA.
1.1.2.2 The physical parameters are:
(Identify or describe,tf appropriate,size,location,dimensions,or otrerpertinent ii1fornration,such as geotechnical reports about the site.)
1.1.2.3 BCRUA's Program is:
(ldenlh docntnnentation or slate the manner inn which the progrmn will be developed)
1.1.2.4 The legal parameters are:
(Iden fy pertinent legal information,Including,if appropriate,lard sttnv s and legal descriptions and restrictions of the site.)
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1.1.2.5 The financial parameters are as follows:
The estimated fee for the projected cost for Pre-Test's consulting services shall be a not-to-exceed amount of
$150,000.00,comprised of the following services:
See Exhibit"A"attached hereto and incorporated herein for all appropriate purposes,the said
Exhibit"A"containing"Quotation for Testing Laboratory Services"attachment.
The fee shall be full compensation for all services performed and to be performed by Consultant tinder this Agreement,
and such not-to-exceed amount may not be revised in any fashion other than by written Supplemental Agreement as
provided for herein. BCRUA shall pay Consultant on a"time and materials" basis, Pre-Test agrees to accept payment
from BCRUA on such basis,and the parties expressly agree that only work actually performed by Pre-Test will be paid
for by BCRUA.
• BCRUA may require the services of Pre-Test on an on-call basis as scheduled by BCRUA's representatives. Pre-
Test requests twenty-four(24)hour notifications to properly schedule work.
• No technician time or mileage expense will be charged by Pre-Test.
• Invoices shall be submitted monthly for work done in standard format acceptable to BCRUA. Invoices are due and
payable upon receipt,in accordance with Section 1.3.9.1 and Section 1.5.3 of this Agreement. The parties evidence
their understanding that this Agreement is performable in Williamson County,Texas. In the event that the State of
Texas legislates a sales tax on professional services,the amount of tax applicable will be added to the appropriate
service rate charged by Consultant.
1.1.2.6 The time parameters are:
(Idents;if appropriate,miiestone dares,durations orfasi track scheduling.)
Thirty-six (36) months from Consultant's receipt of BCRUA's written Notice to Proceed, with no prohibition against
renewal by mutual agreement.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Ident6,method such as competitire bid,negotiated contract,or construction mmnagement.)
Consulting services herein are engaged by this negotiated Agreement,
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energy,,environmental or historic presen•ation reguiremenis)
1.1.3 PROJECT TEAM
1.1.3.1 BCRUA's Designated Representative is:
(List name,address and other information)
Michael F.Thuss,P.E.
BCRUA Program and Construction Manager
221 East Main Street
Round Rock,Texas 78664
1.1.3.2 The persons or entity, in addition to BCRUA's Designated Representative, who is required to review
Consultant's submittals to BCRUA are:
(Liss name,address and other information.)
Unknown at this time.
1.1.3.3 BCRUA's other consultants and contractors are:
(List disctpline and,if known,identify,them by name and address.)
Unknown at this time.
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1.1.3.4 Consultant's Designated Representatives are:
(List name,address and other Lrforaation)
Clint Truitt
Pre-Test,Principal
Post Office Box 1014
Georgetown,Texas 78627
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1.1.3.5 The consultants retained at Consultant's expense are: i
(List discipline and,if known,tdeniffy thein by nane and address) �
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1.1.4 Other important initial information is:
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule,compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to
this Agreement must be duly authorized by Board action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 BCRUA and Consultant shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships.
1.2.2 OWNER'S RESPONSIBILITIES
1.2.2,1 Unless otherwise provided under this Agreement,BCRUA shall provide full information in a timely manner
regarding requirements for and limitations on the Project.BCRUA shall furnish to Consultant, within fifteen (15)days
after receipt of a written request, information necessary and relevant for Consultant to evaluate,give notice of or enforce
rights.
1.2.2.2 BCRUA shall establish and periodically update the budget for the Project,including that portion allocated
for the Cost of the Work,BCRUA's other costs,and reasonable contingencies related to all costs.
1.2.2.3 BCRUA's Designated Representative identified in Section 1.1.3 shall be authorized to act on BCRUA's behalf
with respect to the Project. BCRUA or BCRUA's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by Consultant in order to avoid unreasonable delay in the orderly and sequential
progress of Consultant's services.
1.2.2.4 Unless otherwise provided in this Agreement, and if requested in writing, BCRUA shall furnish or pay for
tests,inspections and reports required by law.
1.2.2.5 BCRUA shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet BCRUA's needs and interests.
1.2,2.6 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in
the Project,including any errors,omissions or inconsistencies.
1.2,3 CONSULTANT'S RESPONSIBILITIES
1,2.3.1 The services performed by Consultant shall be as enumerated in Article 1.4 and as enumerated elsewhere
herein,in attached and accompanying documents,in exhibits,in supplemental documents,and in related documents.
1.2.3.2 Consultant's services shall be performed as expeditiously as is consistent with professional skill and care and
the orderly progress of the Project. Consultant shall submit for BCRUA's approval a schedule for the performance of
services which initially shall be consistent with the time periods established in this Agreement and which may be
adjusted,if necessary and approved BCRUA,as the Project proceeds.This schedule shall include allowances for periods
of time required for BCRUA's review, and for approval of submissions by authorities having jurisdiction over the
Project. Time limits established by this schedule approved by BCRUA shall not, except for reasonable cause, be
exceeded by Consultant or BCRUA.
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1.2.3.3 Consultant,through its Designated Representative identified in Section 1.1.3.4,shall be the person authorized `I
to act with respect to the Project.
1.2.3.4 Consultant shall maintain the confidentiality of information specifically designated as confidential by BCRUA,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent
Consultant from establishing a claim or defense in an adjudicatory proceeding.
1.2.3.5 Except with BCRUA's knowledge and consent, Consultant shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise Consultant's professional judgment
with respect to this Project.
1.2.3.6 Consultant shall review laws,codes,and regulations applicable to his services. Consultant shall respond in the
Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by BCRUA. Each party shall provide prompt written notice to the other if either becomes aware of any errors,
omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or,to the extent the Project is not completed,the estimated cost to
BCRUA of all elements of the Project designed or specified by Consultant.
1.3.1.2 The Cost of the Work shall be as delineated herein in Section 1.1.2.5.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, reports, specifications and other documents, including those in electronic form, prepared by
Consultant are for use solely with respect to this Project. All Consultant's designs and work product under this
Agreement, completed or partially completed, shall be the property of BCRUA to be used as BCRUA desires, without
restriction on future use;by execution of this Agreement and in confirmation of the fee for services to be paid under this
Agreement, Consultant hereby conveys, transfers and assigns to BCRUA 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 Agreement. Copies may be
retained by Consultant.
1.3.2.2 Upon execution of this Agreement, Consultant grants to BCRUA permission to reproduce Consultant's
instruments of Service for purposes of constructing, using and maintaining the Project, provided that BCRUA shall
comply with all obligations, including prompt payment of all sums when due,under this Agreement.If and upon the date
Consultant is adjudged in default of this Agreement, BCRUA is permitted to authorize other similarly credentialed
persons to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of
Service for the purposes of completing, using and maintaining the Project.
1.3.2.3 BCRUA shall not assign, delegate, sublicense,pledge or otherwise transfer any permission granted herein to
another party without the prior written agreement of Consultant. 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 BCRUA's sole risk and without liability to Consultant.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of Consultant may be accomplished after execution of this Agreement,without invalidating
the Agreement, if mutually agreed in writing. It is expressly understood and agreed by and between the parties hereto
that any alteration in schedule,compensation and Change in Services shall be effected only by Supplemental Agreement
hereto. Any such Supplemental Agreement to this contract must be duly authorized by Board action.
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1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation. If such matter relates to or is the subject of a lien arising out of Consultant's services, Consultant may
proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the
matter by mediation.
1.3.4.2 BCRUA and Consultant shall endeavor to resolve claims, disputes and other matters in question between them
by mediation.Request for mediation shall be filed in writing with the other party to this Agreement,and mediation shall
proceed in advance of legal or equitable proceedings,which shall be stayed pending mediation for a period of sixty(60)
days from the date of filing,unless stayed for a longer period by agreement of the parties or court order.
1.3.4.3 The parties shall share the►nediator's fee and any filing fees equally.The mediation shall be held in the place
where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 BCRUA and Consultant hereby expressly agree that no claims or disputes between BCRUA and Consultant
arising out of or relating to this Agreement or a breach hereof shall be decided by any arbitration proceeding,including,
without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state
arbitration statute, except that in the event that BCRUA is subject to an arbitration proceeding related to tl►e Project,
Consultant consents to be joined in the arbitration proceeding if Consultant's presence is required or requested by
BCRUA for complete relief to be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 Consultant and BCRUA waive consequential damages for claims,disputes or other matters in question arising
out of or relating to this Agreement.This mutual waiver is applicable,without limitation, to all consequential damages
due to either party's termination in accordance with Section 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas,and venue shall lie in Williamson County,
Texas.
1.3.7.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to
have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final
Certificate for Payment for acts or failures to act occurring after Substantial Completion.In no event shall such statutes of
limitations commence to run any later than the date when Consultant's services are substantially completed.
1.3.7.3 To the extent damages are covered by property insurance during construction,BCRUA and Consultant waive all
rights against each other and against the contractors, consultants,agents and employees of the other for damages,except
such rights as they may have to the proceeds of insurance as delineated between BCRUA and Contractor.
1.3.7.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of
a third party against either BCRUA or Consultant.
1.3.7.5 If BCRUA requests Consultant to execute certificates, the proposed language of such certificates shall be
submitted to Consultant for review at least fourteen(14)days prior to the requested dates of execution. Consultant shall
not be required to execute certificates that would require knowledge,services or responsibilities beyond the scope of this
Agreement.
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1.3.7.6 BCRUA and Consultant, respectively, bind themselves, their successors, assigns and legal representatives to l
the other party to this Agreement and to the successors,assigns and legal representatives of such other party with respect
to all covenants of this Agreement. Neither BCRUA nor Consultant shall assign this Agreement without the written
consent of the other, except that BCRUA may assign this Agreement to an institutional lender providing financing for
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the Project. In such event,the lender shall assume BCRUA's rights and obligations under this Agreement. Consultant
shall execute all consents reasonably required to facilitate such assignment.
1.3.7.7 Consultant shall comply with all applicable federal and state laws,and with all applicable rules and regulations
promulgated by all local,state and national boards,bureaus and agencies. Consultant shall fiuther obtain all permits and
licenses required in the performance of the personal services contracted for herein.
1.3.7.8 Consultant will pay all taxes, if any, required by law arising by virtue of the personal services performed
hereunder.
1.3.7.9 Consultant covenants and represents that it 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 Project.
1.3.7.10 Consultant understands and agrees that time is of the essence and that any failure of Consultant to complete
tlue services for each portion of this Agreement within the agreed schedule will constitute a material breach of this
Agreement.
1.3.7.11 Neither BCRUA nor Consultant shall be deemed in violation of this Agreement if prevented from performing
any obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However,
notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to
mitigate its effects.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If BCRUA fails to make payments to Consultant in substantial compliance with this Agreement,such failure
may be considered substantial nonperformance and cause for suspension of performance of services under this
Agreement. If Consultant elects to suspend services, prior to suspension of services,Consultant shall give thirty(30)
days' written notice to BCRUA. In the event of a suspension of services,Consultant shall have no liability to BCRUA
for delay or damage caused BCRUA because of such suspension of services. Before resuming services, Consultant
shall be paid all non-disputed sums due prior to suspension. Consultant's fees for the remaining services and the time
schedules shall be equitably adjusted.
1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Consultant that
BCRUA may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for
the convenience of BCRUA, upon thirty (30) days' written notice to Consultant, with the understanding that
inunediately upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Consultant shall invoice BCRUA for all work satisfactorily completed and shall be compensated in accordance with the
terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or
anticipated profits. All plans,field surveys,maps,cross sections and other data,designs and work related to the Project
shall become the property of BCRUA upon termination of this Agreement,and shall be promptly delivered to BCRUA
in a reasonably organized form without restriction on future use. Should BCRUA subsequently contract with another
person for continuation of services on the Project,Consultant shall cooperate in providing information.
1.3.8.3 Nothing contained in Section 1.3.8.2 shall require BCRUA to pay for any work which is unsatisfactory as
determined by BCRUA's representative or which is not submitted in compliance with the terms of this Agreement.
BCRUA shall not be required to make any payments to Consultant when Consultant is in default under this Agreement,
nor shall this section constitute a waiver of any right,at law or at equity, which BCRUA may have if Consultant is in
default, including the right to bring legal action for damages or to force specific performance of this Agreement.
1.3.9 PAYMENTS TO CONSULTANT
1.3.9.1 Payments on account of services rendered shall be made monthly upon presentation of Consultant's invoices.
No deductions shall be made fiom Consultant's compensation on account of penalty, liquidated damages or other sums
withheld from payments, or on account of the cost of Changes in the Work, other than those for which Consultant has
been adjudged to be liable.
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ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement
between BCRUA and Consultant and supersedes all prior negotiations, representations or agreements, either written or
oral.This Agreement may be amended only by written instrument signed by both BCRUA and Consultant.
1.4.1.1 Other documents as follows:
(List other documents,if any,fornring pari of the Agreement.)
Exhibit"A"entitled"Quotation for Testing Laboratory Services."
1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For Consultant's services as described herein,compensation shall be computed as follows:
In accordance with Section 1,1.2.5 herein.
1.5.2 If tine services of Consultant are changed as described in Section 1.3.3.1, the compensation may be adjusted.
Such adjustment shall be calculated in an equitable manner.
(Ihnsert basis of compensation,including rates and nnultiples of Direct Personnel Etipense for Principals and einplojres,and 1dentJ6,Principals and
classy employees,if required.ldeNh,speciync services to irhich partcular methods ofconhpensation app139
1.5.3 Payments are due and payable thirty (30)days from the date of Consultant's invoice, or not later than the time
period required under the Texas Prompt Payment Act, whichever is later. Non-disputed amounts unpaid sixty(60)days
after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing
from time to time at the principal place of business of Consultant.
(Insert rate of interest agreed upon.)
(Usury laws and requirements under the Federal Truth in Lending Act,similar slate and local consruner credit laws and other regulations at lire
Owner's and Architect's principal places of brashness,the location of the Project and elsewhere may g0ect the validity of this provision.Specijic legal
advice should be obtained u-itr respect to deletion or nhodrications,and also regarding requirements such as written disclosures or wain ers.)
ARTICLE 1.6 INDEMNIFICATION
1.6.1 Indemnification (Damage Claims). Consultant agrees to defend, indenmify and hold BCRUA, its officers,
agents and employees, harmless against any and all claims,lawsuits,judgments,costs and expenses for personal injury
(including death),property damage or other harm for which recovery of damages is sought, suffered by any person or
persons, that may arise out of or be occasioned by Consultant's breach of any of the terms or provisions of this
Agreement, or by any negligent act or omission of Consultant in the performance of this Agreement; except that the
indemnity provided for in this section shall not apply to any liability resulting from the sole negligence of BCRUA,its
officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both
Consultant and BCRUA,responsibility and indemnity,if any,shall be apportioned comparatively in accordance with the
laws of the State of Texas, without, however, waiving any governmental immunity available under Texas law and
Without waiving any defenses of the parties under Texas law.The provisions of this section are solely for the benefit of
the parties hereto and not intended to create or grant any rights,contractual or otherwise,to any other person or entity.
ARTICLE 1.7 INSURANCE
1.7,1 Insurance.Consultant,at its sole cost,shall purchase and maintain during the term and entire duration of this
Agreement minimum insurance coverages in the types and amounts as follow:
A. Comprehensive General Liability Insurance with minimum Bodily Injury limits of$300,000 for each occurrence
including like coverage for acts and omissions of subcontractors and contractual liability coverage;
B. Property Damage Insurance with minimum limits of$50,000 for cacti occurrence including like coverage for acts
and omissions of subcontractors and contractual liability coverage.
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C. Automobile Liability Insurance for all owned,non-owned,and hired vehicles with minimum limits for Bodily Injury
of$100,000 for each person and $300,000 for each occurrence, and Property Damage minimum limits of$50,000 for
each occurrence. Consultant shall require subcontractors to provide Automobile Liability Insurance with the saute
minimum limits.
1.7.2 Insurance Requirements.
(1) All insurance shall be obtained by Consultant from a company authorized to do insurance business in
Texas and otherwise acceptable to BCRUA.
(2) Consultant shall not commence work at any site tinder this Agreement until it has obtained all required
insurance and until such insurance has been approved by BCRUA. Consultant shall not allow any subcontractors to
commence work until all insurance required Itas been obtained and approved. Approval of the insurance by BCRUA
shall not relieve or decrease the liability of Consultant hereunder.
1.7.3 Insurance Policy Endorsements.Each insurance policy hereunder shall include the following conditions by
endorsement to the policy:
(1) Each policy shall require that thirty(30)days prior to the expiration,cancellation,tion-renewal or any
material change in coverage,a notice thereof shall be given to BCRUA by certified mail to:
BCRUA
221 East Main Street
Round Rock,Texas 78664
Consultant shall also notify BCRUA, within 24 hours of receipt, of any notices of expiration,
cancellation,non-renewal,or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against BCRUA for payment of any
premiums or assessments for any deductibles which all are at the sole responsibility and risk of Consultant.
(3) The tenni "BCRUA" shall include all authorities, boards, commissions, departments, and officers of
BCRUA and the individual members, employees and agents thereof in their official capacities, and/or while acting on
behalf of BCRUA.
(4) 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.
1.7.3 Cost of Insurance. The cost of insurance required herein to be secured and maintained by Consultant shall be
borne solely by Consultant,with certificates of insurance evidencing such coverage in force to be filed with BCRUA.
iN WITNESS WHEREOF, the Brushy Creek Regional Utility Authority has caused this Agreement to be
signed in its corporate naive by its officer duly authorized to execute the same in its behalf,and by the duly authorized
representative of Pre-Test Laboratory of Central Texas, with both parties binding themselves, their successors and
assigns and legal representatives for the faithful and full performance of the terms and provisions of this Agreement.
OWNER: CONSULTANT:
BRUSHY CREEK REGIONAL UTILITY AUTHORITY PRE-TEST LABORATORY OF CENTRAL TEXAS
By: By:
Printed arae: M' Puller Printed ante:
Title: P&1tdj1F
�?��') Title:
Date Signed: Date Signed:
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A T ST:
J Cowman,Secretary
ORB R A,APP OVER S TO FORl14:
isi
Stephan Sheets,Attorney
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Pre-Test Laboratory
P.O. Bnx 1014
Georgetown,TX 78627
(512)863-8777
Austin Metro(512)930-3881
Fax(512)-868.1230
QUOTATION FOR TESTING LABORATORY SERVICES
To: Brushy Creek Regional Utility Authority Date: 12-28-09
221 E.Main
Round Rock,TX 78664
Project: Raw Water Pipeline,Phase One-Contract I
SERVICE FEE
CONCRETE TESTING AND INSPECTION
Mix Inspection on Jobsite 45.00 hr.
Compression'rest Cylinders made in conjunction with Mix Inspection 25.00 ea.
Compression Test Cylinders,making,pick-up,curing,testing,&report.(minimum of 4 per trip) 35.00 ea.
SOILS COMPACTION TESTING AND INSPECTION
Moisture Density Curve,Proctor TEX 113 E 150.00 ea.
Moisture Density Curve,Proctor TEX 113 E with Atterberg Limit Test 200.00 ea.
In-Place Moisture Density"fest(Minimum of 4 per trip) 35.00 ea.
Standby Time not attributable to Pre-Test Laboratory 45.00 hr.
IDENTIFICATION AND CLASSIFICATION TESTS
Liquid Limit 50.00 ea.
Plastic Limit 50.00 ea.
Sieve Analysis 65.00 ea.
ASPHALTIC CONCRETE TESTING
Extraction Gradation 100.00 ea.
Marshall Stability&Flow(3 per set) 90.00 set
Theoretic Specific Gravity 65.00 ea.
Asphaltic Concrete Coring,'rhickness,&Density 65.00 ea.
NO TECHNICIAN TIME Olt MILEAGE EXPENSE CHARGED FOR THIS JOB
Respectfully submitted
Approved this day of 2009 Pre-Test abo te3�)
Clint Truitt
EXHIBIT
1lAll
12/2}9/2009 TUB 10701 PAX 512 258 8882 Greater Texas Insurance 16001/002
ACORD CERTIFICATE OF LIABILITY INSURANCE091ILMOD 9Trr)
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
GlealerTexas Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
9809 Anderson MAI Road HOLDER.THIS CERTIFICATE DOE8 NOT AMEND,EXTEND OR
Austin TX 78750 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
(512)25 0-5055
INSURERS AFFORDING COVERAGE NAIC A
TNSUR10 Pre Test latroralory of Central Texas wsuRERATexas Mutual Insurance
Clinl7rufh' tNsLmRBTravelers -Phoenk Insurance _ 5623
P.O.Box 1014 INSURERcTravelers Lloyds In 411262
Georgetown TX 18627- IN cl
t R
COVERAGES
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 CONTRACTOR OTHER DOCUMENTVYITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.A6GREGA7E LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _
HOR POLI ER POLICY EFFECINE P YF](PIRA TION L $
C GEMERALILLBLRY 1660806813414 1012812009 10/2612010 1000.000
LTAVAc£ro tTENtELT
X C001FR(1uGENEReLUAstITY -ate 100,000
LtRLSAtALGOCCUR +AEo ma sm 5,000
PERSONAL d A0V W"Y_ _ _1,000,000
GEWJM AGGREGATE 2,000,000
GERL AGGREGAIE UNUT APRIESPER -COkFPOP ASS, 1 2,090.000
rrIT
XP"J POLICYL� I I
B AU OMOBILE LNBRITY BA06548594 10/26/2009 10/26/2010
O01DQ�09edGLE UW1 1 500,000
X AW AUTO (E a Aq __...
ALL VNNEO IV IO5 BOCtLY D1.URY
SWEDLLEUAVIOS O'aryersral
X FARED Autos BOCILY IIUJRY
X NCKICW1I:ED AUTOS (Pa accimnll
PROPERTY OWAGE s
(ParaeckwI
CAM GE LLA BILITY ALR WLY-EAAC0DO4T
Hrr AUTO OTHER THAN EAACT:
AUTO MY. AGG
ACES StMeRELLA IIABERY EA01000L:RRENCE
c
OJR CLAWS MADE AGGREG AI E___._
DEDUCTIBLE
RFWICN
A WORKERS COYPENSA71oNAND SBP-0D011233602009 1012612009 10/26/2010 X YvcsTA[u 1 10111
EMPLOYERS'LRBIUTY
AIN I�f`iOATaE ORIFART ER,E7� VEYES k L.EAOI AcaCENI 100,000
OFF-108vAEm"E7QlI1)ED7 EL USEASE-EA E01LOYEE 6 100,000
n es•6esO'NU-4 500.000
EL p5ElSE-POU .i
OTHER
DESCRIP710N OF OPERA TONS ILOCATIONS IVEHCLES I EXCLUSIONS ADDED BY EIDORSEIENTI SPEC%L PROVISIONS
Fax:868-1230
i
CERTIFICATE HOLDER CANCELLATION A1020006
SHOULD ANY OF TIME ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRI7/EN
Brushy Creek Regional UbWAulharity NOME TO THE CER11F1CATE HOLDER NAMED 70 THE LEFT,BUTFAILURE TO DO$O SKULL
221 E Main St IMPOSE NO OBLIGATION OR LNB1LIlY OF ANY MOND UPON THE INSURER.RS AGENTS OR
Round Rock TX 78664• REFREIIENTATIVE
AUTHORIZED REPRESENTATIVE
ACORD 25(2001108) 0 ACORD CORPORA710H 1888 '
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