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R-02-09-26-11D4 - 9/26/2002RESOLUTION NO. R- 02- 09 -26- 1! D 4 WHEREAS, the City of Round Rock desires to retain engineering services for the G. O. Bond Forest Creek Safety and Sidewalks, and WHEREAS, Fisher Hagood, Inc. has submitted an Agreement for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Fisher Hagood, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Engineering Services with Fisher Hagood, Inc., for the G. O. Bond Forest Creek Safety and Sidewalks, a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council 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 26th day of Septemb. , 2• %2.,- ST:- CHRISTINE R. MARTINEZ, City Secretary 0: \,ao = \12.01. rr \x2os2s"n.W. /rmc N . WELL, Mayo Cit• of Round Rock, Texas ROUND ROCK TEXAS PURPOSE. PASSION PROSPERITY THE STATE OF TEXAS COUNTY OF WILLIAMSON NOW, THEREFORE, WITNESSETH: CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. RECITALS: CONTRACT DOCUMENTS 1 Re: Forest Creek Safety and Sidewalks Contract No. THIS AGREEMENT FOR ENGINEERING SERVICES ( "Agreement ") is made and entered into on this the 12th day of the month of September, 2002, by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664 -5299, (hereinafter referred to as "City"), and Fisher Hagood, Inc. whose principal place of business is located at One Chisholm Trail, Suite 5200, Round Rock, Texas 78681 (hereinafter called "Engineer "), and such Agreement is for the purpose of contracting for professional engineering services. WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; 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: The Contract Documents consist of this Agreement and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Agreement) and all Supplemental Agreements (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Agreement as if attached to this Agreement or repeated herein. ARTICLE 1 SCOPE OF SERVICES TO BE PERFORMED BY CITY City shall perform or provide services as identified in Exhibit A entitled "Services to be Performed by City." ARTICLE 2 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform engineering services as identified in Exhibit B entitled "Services to be Performed by Engineer." Engineer shall develop a mutually acceptable schedule of work as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineer's Scope of Services under this Agreement may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all work performed. Should the review times take longer than shown on the Work Schedule, through no fault of Engineer, additional time may be authorized by City through a written Supplemental Agreement only if same is requested by a timely written request from Engineer which is approved by City. ARTICLE 3 CONTRACT TERM (1) Term. This Agreement shall be from the date hereof and shall terminate at the close of business on the 1 day of the month of October, 2003, unless extended by written Supplemental Agreement executed by Engineer and City prior to the date of termination, or as otherwise terminated as provided in Article 20 entitled "Termination." Any work performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the work under this Agreement will not be completed before the termination date. In that event City may, at its sole discretion, extend the contract term by timely written Supplemental Agreement. Engineer shall allow adequate time for review and approval of his/her /its request for time extension by City prior to expiration of this Agreement. (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 services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in the highest professional manner. (3) Notice to Proceed. After execution of this Agreement, Engineer shall not proceed with work delineated in Article 2 entitled "Scope of Services to be Performed by Engineer" and in Exhibit B entitled "Services to be Performed by Engineer" until authorized in writing by City to proceed as provided in Article 7 entitled "Notice to Proceed." 2 ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for all engineering services performed and to be performed under this Agreement. The amount payable under this Agreement, without modification of the Agreement as provided herein, is the sum of Twenty -four thousand, ten dollars and seventy -eight cents ($24,010.78) as shown in Exhibit D entitled "Fee Schedule." The lump sum amount payable may be revised only by written Supplemental Agreement in the event of a change in scope, additional complexity from that originally anticipated, or change in character of work as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Services to be Performed by Engineer." Satisfactory progress of work shall be maintained as an absolute condition of payment. The fee herein referenced may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer for services rendered shall be made while work is in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of work accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of work tasks identified in Exhibit D entitled "Fee Schedule." Progress payments shall be made by City based upon work actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which, notwithstanding anything herein to the contrary, is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory work performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount eamed 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 Danny Halden, P.E. City Engineer 2008 Enterprise Drive Round Rock, Texas 78664 (512) 218 -6610 (512) 218 -5563 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 City receives the supplies, materials, equipment, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the supplies, materials, equipment, or 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 to payments made by City in the event: A. There is a bona fide dispute between City and Engineer conceming the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Agreement or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non - disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED City shall issue a written authorization to proceed with work identified in the Scope of Services. City shall not be responsible for actions by Engineer or any costs incurred by Engineer relating to additional work not included in Exhibit B entitled "Services to be Performed by Engineer." ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Agreement is as follows: 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this project. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineer's services. Engineer's Designated Representative for purposes of this Agreement is as follows: Terry R. Hagood, P.E. Principal One Chisholm Trail, Suite 5200 Round Rock, Texas 78681 (512) 244 -1546 (512) 388 -3698 ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the work, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the work. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of Engineer's services and work. Should City determine that the progress in production of work does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the work, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the work schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the work, but not to terminate this Agreement, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The work may be reinstated and resumed in full force and 5 effect within sixty (60) days of receipt of written notice from City to resume the work. Such sixty -day notice may be waived in writing by agreement and signature of both parties. If City suspends the work, the contract period as determined in Article 3 is not affected and this Agreement will terminate on the date specified unless this Agreement is amended indicating otherwise. City assumes no liability for work performed or costs incurred prior to the date authorized by City for Engineer to begin work, and/or during periods when work is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL WORK If Engineer forms a reasonable opinion that any work he /she /it has been directed to perform is beyond the scope of this Agreement and as such constitutes extra work, he/she /it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Agreement will be executed between the parties as provided in Article 13 entitled "Supplemental Agreements." Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Agreement. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the work authorized in this Agreement or any amendments thereto. ARTICLE 12 CHANGES IN WORK If City deems it necessary to request changes to previously satisfactorily completed work or parts thereof which involve changes to the original scope of services or character of work under this Agreement, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional work and paid for as specified under Article 11 entitled "Additional Work." Engineer shall make revisions to work authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such work. ARTICLE 13 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement if City determines that there has been a significant change in (1) the scope, complexity or character of the service to be performed, or (2) the duration of the work. Any such Supplemental Agreement must be duly authorized by City Council Resolution. Where such City Council authorization is required, Engineer shall not proceed until the appropriate Resolution has been adopted. Additional compensation, if appropriate, shall be identified as provided in Article 4 entitled "Compensation." Both parties must execute any written Supplemental Agreement within the contract period specified in Article 3 entitled "Contract Term." 6 It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials fumished until City grants full execution of the written Supplemental Agreement and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory work 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 Agreement are the exclusive property of City and shall be furnished to City upon request. All documents prepared by Engineer and all documents furnished to Engineer by City shall be delivered to City upon completion or termination of this Agreement. Engineer, at his/her /its own expense, may retain copies of such documents or any other data which he /she/it has furnished City under this Agreement. Any release of information shall be in conformance with requirements of the Texas Open Records Act. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at his/her /its own expense, quarters for the performance of all services, and adequate and sufficient personnel and equipment to perform the services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the work shall immediately be removed from association with the project when so instructed by City. Engineer certifies that he /she /it presently has adequate qualified personnel in his/her /its employment for performance of the services required under this Agreement, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the work under this Agreement without prior written approval from City. All subcontracts shall include the provisions required in this Agreement and shall be approved as to form, in writing, by City prior to work being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Agreement. ARTICLE 17 EVALUATION OF WORK City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the work performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the perfonnance of their duties. 7 ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Agreement, 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 Agreement may be terminated before the stated termination date by any of the following conditions. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all services and obligations described herein, Should City terminate this Agreement 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 work performed by Engineer prior to termination, City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should City terminate this Agreement under Subsection (4) immediately above, then the amount charged during the thirty (30) day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Agreement or if City terminates this Agreement for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the work to the date of default, the amount of work required which was satisfactorily completed to date of default, the value of the work which is usable to City, the cost to City of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to City of the work performed at the time of default. 8 The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Agreement, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Agreement is due to the failure of Engineer to fulfill his/her /its contractual obligations, then City may take over the project and prosecute the work to completion. In such case, Engineer shall be liable to City for any additional costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the scope of services under this Agreement. 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 Agreement, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her /its compliance. Engineer shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her /itself and his/her /its agents or employees, performed under this Agreement, which are caused by or which result from error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold City harmless from any and all expenses, including but not limited to attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such activities by Engineer, its agents, or employees. 9 ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her /its work and shall promptly make necessary revisions or corrections resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON - COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non - collusion. Engineer warrants that he /she /it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Agreement, 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 Agreement. For breach or violation of this warranty, City reserves and shall have the right to annul this Agreement 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 (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Agreement is in effect minimum insurance coverage in the amount of One million dollars ($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, minimum insurance coverage in the amount of one million dollars ($1,000,000.00) including the required provisions and additional policy conditions as shown immediately below in Subsection (3). 10 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 Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (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 City by certified mail to: (3) (5) City Manager City of Round Rock 221 East Main Street Round Rock, Texas 78664 Engineer shall also notify City, within twenty -four (24) hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Engineer. The term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self- Insured Retentions of whatever nature. Engineer and City mutually waive subrogation rights each may have against the other for loss or damage, to the extent same is covered by the proceeds of insurance. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be bome solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such certificates of insurance are evidenced herein as Exhibit F entitled "Certificates of Insurance." 11 ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. ARTICLE 28 SUCCESSORS AND ASSIGNS This Agreement 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 Agreement, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Agreement 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 Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Agreement 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 Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 33 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Agreement. 12 All notices to either party by the other required under this Agreement shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attomey 309 East Main Street Round Rock, TX 78664 Engineer: Fisher Hagood, Inc. Attention: Terry R. Hagood, P.E. Principal One Chisholm Trail, Suite 5200 Round Rock, Texas 78681 ARTICLE 34 NOTICES ARTICLE 35 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 services for each phase of this Agreement within the agreed Work Schedule may constitute a material breach of this Agreement. Engineer shall be fully responsible for his/her /its delays or for failures to use his/her /its best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Engineer's failure to perform in these circumstances, City may withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Agreement 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 Agreement 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 13 all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be govemed by and construed in accordance with the laws and court decisions of the State of Texas. 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 Agreement and that he/she has full and complete authority to enter into this Agreement on behalf of the firm. The above - stated representations and warranties are made for the purpose of inducing City to enter into this Agreement. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same on its behalf by Resolution No. , approved by the City Council on the day of the month of , 200, and Engineer, Fisher Hagood, Inc., signing by and through his/her /its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROUND ROCK, TEXAS: By: Mayor ATTEST: By: City Secretary ENGINEER: By: 7 Signature o Printed Name: ATTEST: ARTICLE 36 SIGNATORY WARRANTY By: , i� c f . 11, .i Corppt_ -cretary 14 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks LIST OF EXHIBITS ATTACHED (1) Exhibit A "Services to be Performed by City" (2) Exhibit B "Services to be Performed by Engineer" (3) Exhibit C "Work Schedule" (4) Exhibit D "Fee Schedule" (5) Exhibit E "Work Authorizations" (6) Exhibit F "Certificates of Insurance" 15 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT A Services to be Performed by the City The scope of services to be performed by the City is to facilitate the installation of safety rails, sidewalks and access paths as generally shown in Exhibit B, by administering this contract, reviewing the work performed by the Engineer, accepting the Engineer's final design and inspecting the construction. Specifically: 1. Provide the specific scope of the project. 2. Provide standard letters, forms, specifications as required. 3. Provide existing construction plans, GIS data, contact lists, and ROW information as needed. 4. Attend status meetings during design phase. 5. Review plans. 6. Process check requests for permit applications (TDLR, TNRCC, etc.) 7. Advertise for bid. 8. Attend bid opening. 9. Provide project signs. 10. Assist in the coordination of City utility locates and relocations. 11. Provide Construction Inspector. 12. Attend project meetings during construction phase. 13. Final authorization and processing of pay estimates. 14. Submit agenda item for City Council. 15. Issue Certificate of Acceptance. 16 5. Provide construction documents including: a. Plans b. Details c. Specifications d. Bid documents e. Final cost estimate 6. TDLR / TNRCC permitting. 8. Construction phase services: a. Attend project meetings. b. Answer ongoing design questions. c. Deal with citizen concerns. d. Review contractor submittals. e. Review pay estimates. CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT B Services to be Performed by the Engineer The scope of this project is to design, bid and administer the construction of safety rails, sidewalks and access paths as generally shown on the attached map. Specifically: 1. Provide preliminary recommendations and cost estimates. 2. Public notification including initial contact and continuing communication. 3. Specific field work and data collection as needed. 4. Attend regular status meetings and provide intermediate cost estimates during design phase. 7. Bidding process: a. Facilitate bid. b. Attend bid opening. c. Tabulate bids d. Make contractor recommendations. e. Present recommendation to City Council. 9, Project close -out: a. Final walk - through with City project manager. b. Final pay request. c. Provide As -Built drawings. d. Provide "Engineer's Letter of Completion ". 17 JONFS Nhbft. ADA Safety Rail or Split Rail Fence Forest Creek Safety and Sidewalks Fisher Hagood, Inc. Project Scope CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT C Work Schedule 1. Route Study October 1 — October 18 2. Presentation of Prel. Recommendations October 25 3. Public Notification October 28 — November 11 4. Preliminary Phase November 12- November 27 5. Field Work November 12 — November 27 6. 50% Design Completion December 12 7. 75% Design Completion January 5 8. 95% Design Completion January 22 9. City Review January 23 — February 5 10. 100% Complete February 22 11. Agency Permitting February 23 — April 8 12. Bidding Phase April 8 — May 22 13. Construction Phase May 23 — September 23 18 LABOR COSTS Route Summary Presentation of Preliminary Rec. Public Notification/Involvement Preliminary Phase Completion Specific Fieldwork/Data Collection Approx. 30% Design Approx. 75% Design Final Design Finalize Construction Documents Regulatory Permitting Bidding Process Construction Phase Services Project Closeout Total Labor Costs DIRECT COST CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT D Fee Schedule Direct Overhead Total Fixed Fee Total Cost Labor @ 237% Labor + @ 15% Overhead $315.00 $746.55 $1,061.55 $159.23 $1,220.78 $347.00 $822.39 $1,169.39 $175.41 $1,344.80 $289.00 $684.93 $973.93 $146.09 $1,120.02 $287.00 $680.19 $967.19 $145.08 $1,112.27 $454.00 $1,075.98 $1,529.98 $229.50 $1,759.48 $763.00 $1,808.31 $2,571.31 $385.70 $2,957.01 $825.00 $1,955.25 $2,780.25 $417.04 $3,197.29 $263.00 $623.31 $886.31 $132.95 $1,019.26 $176.00 $417.12 $593.12 $88.97 $682.09 $194.00 $459.78 $653.78 $98.07 $751.85 $481.00 $1,139.97 $1,620.97 $243.15 $1,864.12 $1,339.00 $3,173.43 $4,512.43 $676.86 $5,189.29 $204.50 $484.67 8689.17 $103.37 $792.54 $5,937.50 $14,071.88 $20,009.38 $3,001.41 $23,010.78 Expenses Reproduction $1,000.00 Copies - 8.5x11 Copies - 11x17 Mileage Mail & Deliveries Total Expenses $1,000.00 Subcontracts Total Subcontracts $0.00 Total Direct Costs 51,000.00 TOTAL COSTS $24,010.78 19 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT E Work Authorizations (Behind this page) 20 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT F Certificates of Insurance (Behind this page) 21 SEP 12 2002 4:15PM FISHER HAGOOD, INC. 244 -1010 p. 2 From: KATHY SHAW At TEXAS ASSOCIATES INSURORS Fate!: (512)327 -8337 To: Julie Date: 0/122002 11:38 AM Page: 2 012 CERTIFICATE OF LIABILITY INSURANCE lute: 9/11/02 PRODUCER Texas Associates Insnrors 1114 Lost Creek Blvd, #400 Austin, Tx 78746 INSisher, Hagood, Inc One Chisholm Tr, #5200, Round Rock, Tx D Continental Casualty Co THIS IS TO CERTIFY THAT the Insured n2med above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION LTR NUMBER DATE DATE G AL AGGREGATE 5 2000000 A 655BAEV4991 12/01/01 12/01/02 PRODUCTS COMPIO?ACG. $ 2000000 PERSONAL &. ADV. INJURY 51000000 EACH OCCURRENCE s 1000000 FELE DAMAGE (Any one fire) $ 300000 MED. EXPENSE (Any one pawn) S 10000 COMBINED SIN= LAIN 11000000 g 65VECUS42152 12/01/01 12/01/02 BODILY INJURY (Per pawn) $ GENERAL LIABILITY AUTOMOBILE LIAHIIIPY F](CFS LIABILITY A 65SEAR174991 12/01/01 12/01/02 WORKERS' COMPENSATION AND Ebfl'LOYERS. UAanrro STATUTORY LIMITS C 6514RCD24436 12/01/01 12/01/02 GIBER D PROF LIAB 113754930 01/16/02 1/16/03 Aggr Per Claim DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLEVSPECW. ITEMS/EXCEPTIONS The City of Round Rock is named es additional i21ured with respect to all policies except Workers' Compensation and Employers' Liability. Should any of the above described policies be canceled or changed before the expiration date thereof the issuing company will mad thirty ( days written notice to the certificate holder named below. CERTIFICATE HOLDER City of Round Rock SIGNATURE OF AUTHORIZED REPRESENTATIVE 221E. Mein Sheet Round Rode Texas 75664 Ann: Bob L Bennett, U, AICP Ccrt of laser CORR COMPANIES AFFORDING COVERAGE A Hartford Lloyd's Ins Co B Hartford Ins Co Midwest C Hartford Underwriters BODILY INJURY (Per sccidtta) 2 PROPERTY DAMAGE 2 EACH OCCURRENCE 2 1000000 AGGREGATE 01000000 EACH ACCIDENT T D ISEASE- POLICY MET =EASE . EACREMPLOYEE $500000 $500000 TypedName: JIMMY FULLERTON TM. Agent 500000 5 500000 2 500000 DATE: September 20, 2002 SUBJECT: City Council Meeting — September 26, 2002 ITEM: *11. D.4. Consider a resolution authorizing the Mayor to execute an Agreement for Engineering Services with Fisher Hagood, Inc. for the G.O. Bond Forest Creek Safety and Sidewalks project Resource: Jim Nuse, Chief of Operations /Assistant City Manager Danny Hoiden. P.E., City Engineer History: The City reviewed statements of intent and qualification from a number of engineers and performed interviews with the qualifying firms. Fisher Hagood, Inc. was selected as the firm to provide engineering services for the Forest Creek Safety and Sidewalk project. Funding: Cost: $ 24,010.78 Source of funds: G. O. Bond - 2002 Outside Resources: Fisher Hagood, Inc. Impact/Benefit: Provide safe walkways for pedestrians; improve the appearance and appeal of the area. Public Comment: N/A Sponsor: N/A ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS AGREEMENT FOR ENGINEERING SERVICES ( "Agreement ") is made and entered into on this the 12th day of the month of September, 2002, by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664 -5299, (hereinafter referred to as "City "), and Fisher Hagood, Inc. whose principal place of business is located at One Chisholm Trail, Suite 5200, Round Rock, Texas 78681 (hereinafter called "Engineer "), and such Agreement is for the purpose of contracting for professional engineering services. /�- oao9 -ai, -/ivy CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: CONTRACT DOCUMENTS The Contract Documents consist of this Agreement and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Agreement) and all Supplemental Agreements (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Agreement as if attached to this Agreement or repeated herein. 1 Contract No. Re: Forest Creek Safety and Sidewalks ARTICLE 1 SCOPE OF SERVICES TO BE PERFORMED BY CITY City shall perform or provide services as identified in Exhibit A entitled "Services to be Performed by City." ARTICLE 2 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform engineering services as identified in Exhibit B entitled "Services to be Performed by Engineer." Engineer shall develop a mutually acceptable schedule of work as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineer's Scope of Services under this Agreement may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all work performed. Should the review times take longer than shown on the Work Schedule, through no fault of Engineer, additional time may be authorized by City through a written Supplemental Agreement only if same is requested by a timely written request from Engineer which is approved by City. ARTICLE 3 CONTRACT TERM (1) Term. This Agreement shall be from the date hereof and shall terminate at the close of business on the l day of the month of October, 2003, unless extended by written Supplemental Agreement executed by Engineer and City prior to the date of termination, or as otherwise terminated as provided in Article 20 entitled "Termination." Any work performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he /she/it determines, or reasonably anticipates, that the work under this Agreement will not be completed before the termination date. In that event City may, at its sole discretion, extend the contract term by timely written Supplemental Agreement. Engineer shall allow adequate time for review and approval of his/her /its request for time extension by City prior to expiration of this Agreement. (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 services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in the highest professional manner. (3) Notice to Proceed. After execution of this Agreement, Engineer shall not proceed with work delineated in Article 2 entitled "Scope of Services to be Perfonned by Engineer" and in Exhibit B entitled "Services to be Performed by Engineer" until authorized in writing by City to proceed as provided in Article 7 entitled "Notice to Proceed." 2 ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for all engineering services performed and to be performed under this Agreement. The amount payable under this Agreement, without modification of the Agreement as provided herein, is the sum of Twenty -four thousand, ten dollars and seventy -eight cents ($24,010.78) as shown in Exhibit D entitled "Fee Schedule." The lump sum amount payable may be revised only by written Supplemental Agreement in the event of a change in scope, additional complexity from that originally anticipated, or change in character of work as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Services to be Performed by Engineer." Satisfactory progress of work shall be maintained as an absolute condition of payment. The fee herein referenced may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer for services rendered shall be made while work is in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of work accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of work tasks identified in Exhibit D entitled "Fee Schedule." Progress payments shall be made by City based upon work actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which, notwithstanding anything herein to the contrary, is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory work performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her /its negligence. 3 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 City receives the supplies, materials, equipment, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the supplies, materials, equipment, or 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 to payments made by City in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Agreement or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non - disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. City shall issue a written authorization to proceed with work identified in the Scope of Services. City shall not be responsible for actions by Engineer or any costs incurred by Engineer relating to additional work not included in Exhibit B entitled "Services to be Performed by Engineer." City's Designated Representative for purposes of this Agreement is as follows: Danny Halden, P.E. City Engineer 2008 Enterprise Drive Round Rock, Texas 78664 (512) 218 -6610 (512) 218 -5563 ARTICLE 6 PROMPT PAYMENT POLICY ARTICLE 7 NOTICE TO PROCEED ARTICLE 8 PROJECT TEAM 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this project. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineer's services. Engineer's Designated Representative for purposes of this Agreement is as follows: Terry R. Hagood, P.E. Principal One Chisholm Trail, Suite 5200 Round Rock, Texas 78681 (512) 244 -1546 (512) 388 -3698 ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the work, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the work. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of Engineer's services and work. Should City determine that the progress in production of work does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the work, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the work schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the work, but not to terminate this Agreement, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The work may be reinstated and resumed in full force and 5 effect within sixty (60) days of receipt of written notice from City to resume the work. Such sixty -day notice may be waived in writing by agreement and signature of both parties. If City suspends the work, the contract period as determined in Article 3 is not affected and this Agreement will terminate on the date specified unless this Agreement is amended indicating otherwise. City assumes no liability for work performed or costs incurred prior to the date authorized by City for Engineer to begin work, and/or during periods when work is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL WORK If Engineer forms a reasonable opinion that any work he /she /it has been directed to perform is beyond the scope of this Agreement and as such constitutes extra work, he /she /it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Agreement will be executed between the parties as provided in Article 13 entitled "Supplemental Agreements." Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Agreement. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the work authorized in this Agreement or any amendments thereto. ARTICLE 12 CHANGES IN WORK If City deems it necessary to request changes to previously satisfactorily completed work or parts thereof which involve changes to the original scope of services or character of work under this Agreement, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional work and paid for as specified under Article 11 entitled "Additional Work." Engineer shall make revisions to work authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such work. ARTICLE 13 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement if City determines that there has been a significant change in (1) the scope, complexity or character of the service to be performed, or (2) the duration of the work. Any such Supplemental Agreement must be duly authorized by City Council Resolution. Where such City Council authorization is required, Engineer shall not proceed until the appropriate Resolution has been adopted. Additional compensation, if appropriate, shall be identified as provided in Article 4 entitled "Compensation." Both parties must execute any written Supplemental Agreement within the contract period specified in Article 3 entitled "Contract Term." 6 It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until City grants full execution of the written Supplemental Agreement and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory work 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 Agreement are the exclusive property of City and shall be fumished to City upon request. All documents prepared by Engineer and all documents furnished to Engineer by City shall be delivered to City upon completion or termination of this Agreement. Engineer, at his/her /its own expense, may retain copies of such documents or any other data which he /she /it has furnished City under this Agreement. Any release of information shall be in conformance with requirements of the Texas Open Records Act. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall famish and maintain, at his/her /its own expense, quarters for the performance of all services, and adequate and sufficient personnel and equipment to perform the services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the work shall immediately be removed from association with the project when so instructed by City. Engineer certifies that he /she /it presently has adequate qualified personnel in his/her /its employment for performance of the services required under this Agreement, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the work under this Agreement without prior written approval from City. All subcontracts shall include the provisions required in this Agreement and shall be approved as to form, in writing, by City prior to work being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Agreement. ARTICLE 17 EVALUATION OF WORK City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the work performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. 7 ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS /BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Agreement, 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 Agreement may be terminated before the stated termination date by any of the following conditions. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all services and obligations described herein. Should City terminate this Agreement 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 work performed by Engineer prior to termination, City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should City terminate this Agreement under Subsection (4) imrnediately above, then the amount charged during the thirty (30) day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Agreement or if City terminates this Agreement for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the work to the date of default, the amount of work required which was satisfactorily completed to date of default, the value of the work which is usable to City, the cost to City of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to City of the work performed at the time of default. 8 The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Agreement, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Agreement is due to the failure of Engineer to fulfill his/her /its contractual obligations, then City may take over the project and prosecute the work to completion. In such case, Engineer shall be liable to City for any additional costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the scope of services under this Agreement. 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 Agreement, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her /its compliance. Engineer shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her /itself and his/her /its agents or employees, performed under this Agreement, which are caused by or which result from error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold City harmless from any and all expenses, including but not limited to attomeys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such activities by Engineer, its agents, or employees. 9 ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her /its work and shall promptly make necessary revisions or corrections resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON - COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non - collusion. Engineer warrants that he /she /it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Agreement, 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 Agreement. For breach or violation of this warranty, City reserves and shall have the right to annul this Agreement 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 (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Agreement is in effect minimum insurance coverage in the amount of One million dollars ($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, minimum insurance coverage in the amount of one million dollars ($1,000,000.00) including the required provisions and additional policy conditions as shown immediately below in Subsection (3). 10 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 Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (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 City by certified mail to: City Manager City of Round Rock 221 East Main Street Round Rock, Texas 78664 Engineer shall also notify City, within twenty -four (24) hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Engineer. (3) The term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self - Insured Retentions of whatever nature. (5) Engineer and City mutually waive subrogation rights each may have against the other for loss or damage, to the extent same is covered by the proceeds of insurance. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such certificates of insurance are evidenced herein as Exhibit F entitled "Certificates of Insurance." 11 ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. ARTICLE 28 SUCCESSORS AND ASSIGNS This Agreement 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 Agreement, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Agreement 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 Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Agreement 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 Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 33 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Agreement. 12 All notices to either party by the other required under this Agreement shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Fisher Hagood, Inc. Attention: Terry R. Hagood, P.E. Principal One Chisholm Trail, Suite 5200 Round Rock, Texas 78681 ARTICLE 34 NOTICES ARTICLE 35 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 services for each phase of this Agreement within the agreed Work Schedule may constitute a material breach of this Agreement. Engineer shall be fully responsible for his/her /its delays or for failures to use his/her /its best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Engineer's failure to perform in these circumstances, City may withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Agreement 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 Agreement 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 13 all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 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 Agreement and that he /she has full and complete authority to enter into this Agreement on behalf of the firm. The above - stated representations and warranties are made for the purpose of inducing City to enter into this Agreement. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same on its behalf by Resolution No. loo , approved by the City Council on the a day of the month of 5'EP7i✓/Y! , 200 a., and Engineer, Fisher Hagood, Inc., signing by and through his/her /its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROUND ROCK, T By: ATTEST: By: By: By: City Secretary ENGINEER: Signature of Printed Name: ATTEST: ARTICLE 36 SIGNATORY WARRANTY 14 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks LIST OF EXHIBITS ATTACHED (1) Exhibit A "Services to be Performed by City" (2) Exhibit B "Services to be Performed by Engineer" (3) Exhibit C "Work Schedule" (4) Exhibit D "Fee Schedule" (5) Exhibit E "Work Authorizations" (6) Exhibit F "Certificates of Insurance" 15 1 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT A Services to be Performed by the City The scope of services to be performed by the City is to facilitate the installation of safety rails, sidewalks and access paths as generally shown in Exhibit B, by administering this contract, reviewing the work performed by the Engineer, accepting the Engineer's final design and inspecting the construction. Specifically: 1. Provide the specific scope of the project. 2. Provide standard letters, forms, specifications as required. 3. Provide existing construction plans, GIS data, contact lists, and ROW information as needed. 4. Attend status meetings during design phase. 5. Review plans. 6. Process check requests for permit applications (TDLR, TNRCC, etc.) 7. Advertise for bid. 8. Attend bid opening. 9. Provide project signs. 10. Assist in the coordination of City utility locates and relocations. 11. Provide Construction Inspector. 12. Attend project meetings during construction phase. 13. Final authorization and processing of pay estimates. 14. Submit agenda item for City Council. 15. Issue Certificate of Acceptance. 16 The scope of this project is to design, bid and administer the construction of safety rails, sidewalks and access paths as generally shown on the attached map. Specifically: 1. Provide preliminary recommendations and cost estimates. 2. Public notification including initial contact and continuing communication. 3. Specific field work and data collection as needed. 4. Attend regular status meetings and provide intermediate cost estimates during design phase. 5. Provide construction documents including: a. Plans b. Details c. Specifications d. Bid documents e. Final cost estimate 6. TDLR / TNRCC permitting. 7. Bidding process: a. Facilitate bid. b. Attend bid opening. c. Tabulate bids d. Make contractor recommendations. e. Present recommendation to City Council. 8. Construction phase services: a. Attend project meetings. b. Answer ongoing design questions. c. Deal with citizen concerns. d. Review contractor submittals. e. Review pay estimates. CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT B Services to be Performed by the Engineer 9. Project close -out: a. Final walk - through with City project manager. b. Final pay request. c. Provide As -Built drawings. d. Provide "Engineer's Letter of Completion ". 17 1 Forest Creek Safety and Sidewalks Fisher Hagood, Inc. Protect Scope LEGEND Sidewalks ADA Safety Rall or Split Rall Fence Bddge Maintenance Access Improvements ROLMDROOC TEXAS Val,. MAP MIMI V CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT C Work Schedule 1. Route Study October 1 — October 18 2. Presentation of Prel. Recommendations October 25 3. Public Notification October 28 — November 11 4. Preliminary Phase November 12- November 27 5. Field Work November 12 — November 27 6. 50% Design Completion December 12 7. 75% Design Completion January 5 8. 95% Design Completion January 22 9. City Review January 23 — February 5 10. 100% Complete February 22 11. Agency Permitting February 23 — April 8 12. Bidding Phase April 8 — May 22 13. Construction Phase May 23 — September 23 18 LABOR COSTS Route Summary Presentation of Preliminary Rec. Public Notification/Involvement Preliminary Phase Completion Specific Fieldwork/Data Collection Approx. 30% Design Approx. 75% Design Final Design Finalize Construction Documents Regulatory Permitting Bidding Process Construction Phase Services Project Closeout Total Labor Costs DIRECT COST Expenses Reproduction Copies - 8.5x11 Copies - 11x17 Mileage Mail & Deliveries Total Expenses Subcontracts Total Subcontracts Total Direct Costs TOTAL COSTS CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT D Fee Schedule Direct Overhead Total Fixed Fee Total Cost Labor @ 237% Labor + @ 15% Overhead $315.00 $746.55 $1,061.55 $159.23 $1,220.78 $347.00 $822.39 $1,169.39 8175.41 $1,344.80 $289.00 $684.93 $973.93 $146.09 $1,120.02 $287.00 $680.19 $967.19 $145.08 $1,112.27 $454.00 $1,075.98 $1,529.98 $229.50 $1,759.48 $763.00 $1,808.31 $2,571.31 $385.70 $2,957.01 $825.00 $1,955.25 $2,780.25 $417.04 $3,197.29 $263.00 $623.31 $886.31 $132.95 $1,019.26 $176.00 $417.12 $593.12 $88.97 $682.09 $194.00 8459.78 $653.78 $98.07 $751.85 $481.00 $1,139.97 81,620.97 $243.15 $1,864.12 $1,339.00 $3,173.43 $4,512.43 $676.86 $5,189.29 $204.50 $484.67 $689.17 $103.37 $792.54 $5,937.50 $14,071.88 $20,009.38 $3,001.41 $23,010.78 19 $1,000.00 $1,000.00 $0.00 $1,000.00 $24,010.78 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT E Work Authorizations (Behind this page) 20 CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH Fisher Hagood, Inc. Re: Forest Creek Safety and Sidewalks EXHIBIT F Certificates of Insurance (Behind this page) 21 °SEP 12 2002 4:15PM FISHER HRGOOD, INC. Fran: KATHY SHAW AL TEXAS ASSOCIATES INSURORS Fs IU. (512)377-5337 To: Julie Date: Br1212002 11:36 AM Page: 2 ol2 CERTIFICATE OF LIABILITY INSURANCE PRODUCER Texas Associates rnsurors 1114 Lost Cree]c Blvd, #400 Austin, Tx 78746 A 65SBARV4991 12/01/01 12/01/02 C 65E1/CP64438 12/01/01 12/01/02 DESCRIPTION 07 OPF1iAT10NSLOCATIONS /YEHICLEJSPFAAI. r1EU3/EXCEPTIONs Cat of tau CORR 244 -1010 p.2 Date: 9 /11/02 COMPANIES AFFORDING COVERAGE A Hartford Lloyd's Ins Co B Hartford Ins Co Ididweat INSURECaisher, Hagood, Inc C Hartford Underwriters One Chisholm Tr, #5200, Round Rock, Tx D Continental Casualty Co THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION LIMITS LTR NUMBER DATE DATE GENERAL ILUNITIY GENERAL AGONY:ATE 1 2000000 A 65SBAKV4991 12/01/01 12/01/02 PEoDVCISCOMs /OPACO. S2000000 PERSONAL& ADV. INJURY S 1000000 EACHOCCURRENCE 1 1000000 FIRE DAMAGE (Any one fire) $ 500000 MED. EXPENSE (Any one person) 1 10000 AUTOMOBILE LL&RnrrY COMBINn2 SIHCLE IsT s1000000 B 65ULCVlI2152 12/01/01 12/01/02 BOGEY INJURY (Pa person) S BODILY INJURY (Pa ecdded) 1 PROPERTY DAMAGE 1 ASS MERITS' EACH OCCURRENCE 11000000 AOOREOATE 1 1000000 WORKERS' COT.IITTTSATION AND 8HPu:rims UABRITY STATUTORY IRfTZ EACH ACCIDENT D6EASE. POLICY LIMIT DISEASE - EACHFA@LOYEE OTBEt D PROF LIAB 113754930 01/16/02 1/16/03 Aggr Per Claim $500000 $500000 500000 1 $ 500000 500000 The City of Round Rock is named as additional unwed with respect to ell policies except Workers' Canperlsation and Employers' Liability. Should any of the above described policies be cancelled or changed before the expiration date thereof; the issuing company will mall thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER City of Round Rock SIGNATURE OF AUTHORIZED REPRESENTATIVE 221 R. Main Sheet Round Rock Texas 71664 Attn: Bob L. Bennett, U., AICP Typed Name: JINWi FULLERTOiN /ilk Agent Mayor Nyle Maxwell Mayor Pro -tem Tom Nielson Council Members Alan McGraw Carrie Pot Scot Knight Isabel Gallahan Gary Coe City Manager Robert L. Bennett, Jr. City Attorney Stephan L. Sheets October 21, 2002 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Mr. Terry R. Hagood, P.E. Principal Fisher Hagood, Inc. One Chisholm Trail, Suite 5200 Round Rock, TX 78681 Dear Mr. Hagood: The Round Rock City Council approved Resolution No. R- 02- 09 -26- 11D4 at their regularly scheduled meeting on September 26, 2002. This resolution approves an Agreement for Engineering Services with Fisher Hagood, Inc., for the G.O. Bond Forest Creek Safety and Sidewalks Project. Enclosed is a copy of the resolution and original Agreement for your files. If you have any questions, please do not hesitate to contact Danny Halden at 218 -6610. Christine R. Martinez City Secretary Enclosure CITY OF ROUND ROCK 221 East Main Street • Round Rock, Texas 78664 Phone; 5t2.2t8.540o • Fax: 5t2.z18.7097 • www.ci.round- rock.tx.us