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R-03-07-10-10E1 - 7/10/2003WHEREAS, the City of Round Rock desires to retain engineering services for Phase I design of the relocation of a 30" raw water line at SH 29 and CR 265, and WHEREAS, Camp Dresser & McKee has submitted an Agreement for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Camp Dresser & McKee, 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 Camp Dresser & McKee for Phase I design of the relocation of a 30" raw water line at SH 29 and CR 265, 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 10th day of July, 2003. c . ST: %1 Ito ! L.J[11i RISTINE R. MARTINEZ, City Secraf ary OPPDesktop \.:OOMA /HORI.DCX /O: /WDOX /RRSOrt,rI /R30710E1.WPD /60 RESOLUTION NO. R- 03- 07- 10 -10E1 01110 NY .1 WE L, M- or City of Round Rock, Texas ROUND ROCK. TEXAS PURPOSE. PASSION PROSPERITY CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH CAMPER DRESSER & MCKEE INC. FOR RELOCATION OF 30" CSC RAW WATER LINE AT S.H. 29 & C.R. 265 THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS AGREEMENT FOR ENGINEERING SERVICES ( "Agreement ") is made and entered into on this the day of the month of , 200_, 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 CAMP DRESSER & MCKEE INC., whose principal place of business is located at 50 Hampshire Street, Cambridge, MA, (hereinafter called "Engineer "), and such Agreement is for the purpose of contracting for professional engineering services. NOW, THEREFORE, WITNESSETH: Engineering Sery Agreement -4 -2003 File name:00050008 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; 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 1 EXHIBIT nAO Rev.4 /1 /03 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 tenninate at the close of business on the 31 day of the month of August, 2005, 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 Agrcvment 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. 2 Rev.4 /1 /03 (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." 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 Fifty Three Thousand Eight Hundred Dollars ($53,800) 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. 3 Rev. 4/1/03 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. 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 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. 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." 4 Rev. 4/1/03 ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Agreement is as follows: Don M. Rundell, P.E. 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218 -5554_ Fax Number (512) 218 -5563_ Email Address drundell @round - rock.tx.us 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: Allen D. Woelke, P.E. Camp Dresser & McKee Inc 12357 -A Ritat Trace Parkway, Suite 210 Austin, Texas 78727 Telephone Number (512) 346-1100 - Fax Number (512) 345 -1483_ Email Address woellcead@cdm.com 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 5 Rev. 4/1/03 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 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." 6 Rev. 4/1/03 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." 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 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, EOUIPMENT 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. 7 Rev. 4/1/03 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. 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 ccsts 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. 8 Rev. 4/1/03 (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 -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. The termination of this Agreement snd 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. 9 Rev. 4/1/03 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. 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, 10 Rev. 4/1/03 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 professional liability insurance coverage in the minimum amount of One Million Dollars 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 this Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this 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 change in the limit or scope of 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 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 are the sole responsibility of and at the sole 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 and employees thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. 11 Rev. 4/1/03 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. (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 as Exhibit E herein entitled "Certificates of Insurance." 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 govemmental 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 SEVERAIIILITY 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 m any respect, then such invalidity, illegality or unenforeeability 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 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized 12 Rev. 4/1/03 representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Agreement. 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: Allen D Woelke, P.E. Vice President 12357 -A Riata Trace Parkway, Suite210 Austin, TX 78727 ARTICLE 32 NOTICES ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the 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 13 Rev. 4/1/03 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 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. , approved by the City Council on the day of the month of , 200 and Engineer, , 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: Nyle Maxwell, Mayor ATTEST: By: Christine Martinez, City Secretary By: ARTICLE 34 SIGNATORY WARRANTY CAMP S, R & % C C., `i i :7 WPAV, - , its I 't a,, 14 Rev. 4/1/03 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 "Certificates of Insurance" 15 Rev. 4/1/03 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 "Certificates of Insurance" C:\WA]DOW S\TFAIDb0050009. W C 1 EXHIBIT A SERVICES TO BE PROVIDED BY THE CITY OF ROUND ROCK The City of Round Rock will furnish to the Engineer the following items /information: 1. Designate a person to act as City's representative with respect to the services to be performcd or famished by the Engineer. This representation will have authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to Engineer's services. 2. Provide all criteria and full information as to City's requirements for the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and furnish copies of all design and construction standards which City will require to be included in the Drawings and Specifications. 3. Assist Engineer by placing all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the Project at the Engineer's disposal. 4. Furnish to Engineer, as requested for performance of basic services or as required by the Contract Documents, the following: a. Data prepared by or services of others, including without limitation explorations and tests of subsurface conditions at or contiguous to the site, drawings of physical conditions in or relating to existing surface of subsurface structures at or contiguous to the site; b. The services of an independent testing laboratory to perform all inspections, tests and approvals of samples, materials and equipment; c. Environmental assessmetds, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the site and adjacent areas; d. -Provide as required by the Contract Documents, engineering surveys and staking to enable Contractor to proceed with the layout of the work, and other special field surveys; e. Arrange for access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under this Agreement; f. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals and other documents presented by Engineer; B. Provide such accounting, bond and financial advisory, independent cost estimating and insurance counseling services and such legal services as City may require or Engineer may reasonably request with regard to legal issues pertaining to the Project; h. Provide labor and safety equipment to open and protect manholes and/or to operate valves and hydrants as required by the Engineer; and i. Give prompt notice to Engineer whenever City observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of Engineer's services, or any defect or nonconformance in Engineer's services in the work of any Contractor. CAWINDOWS TEMPt00S0009.00c 2 EXHIBIT B SERVICES TO BE PROVIDED BY THE ENGINEER PHASE 1 PRELIMINARY ENGINEERING SERVICES 1. Perform preliminary engineering services in connection with Project in sufficient detail to indicate clearly the problems involved and the alternate solutions available to the OWNER, to include preliminary layouts, sketches and cost estimates for the Project, and to set forth clearly the Engineer's recommendations. 2. Perform an environmental assessment and a water of the U.S./Wetland survey and delineation for the proposed route. 3. Perform an archaeological survey for the proposed route. 4. Perform topographic survey of preliminary alignment. 5. Prepare, conduct and document studies, analyses and reports of the Project in sufficient detail to clearly indicate the problems involved and reasonable solutions available. Such studies, analyses and reports to include: preliminary layouts, maps, exl!ibits, sketches, construction materials and methods evaluations, schedules, utility coordination plans, design criteria, environmental reviews, and other investigations pertinent to the evaluation of the Project alternatives. Specifically the following Project investigations /services: • Investigate the routing for engineering, cost and environmental feasibility, • Provide preliminary plans drawings/maps of alignment indicating recommended construction methods (cut- and -cover or boring), • Identify, on a preliminary bases, any easements and construction workspace requirements. • Prepare a preliminary Project Schedule and cost estimate of the probable project construction costs. • Furnish five (5) copies of the draft of the Letter Report including all layouts, sketches, maps, costs estimates, and recommended Project improvements for review and comment. Furnish five (5) copies of the final Letter Report for addressing comments. 6. Prepare plan and profile sheets, indicating the preliminary alignment and grade, at a scale in sufficient detail to establish the basis of the design for the relocated raw waterline. 00050009 3 PHASE 2 FINAL DESIGN ENGINEERING SERVICES Upon completion of Phase 1 services and upon written authorization by OWNER to proceed, ENGINEER shall provide the following Final Design Services. 1. Prepare for incorporation in the Contract Documents final Drawings showing the scope, extent and character of the work to be performed and furnished by Contractor and Specifications (which will be prepared, where appropriate, in conformance with the sixteen division format of the Construction Specifications Institute). 2. Provide technical criteria, written descriptions and design data for use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to review or approve the final design of the Project, and assist OWNER in consultations with appropriate authorities. 3. Perform soil borings, complete a geotechnical analysis of the project area with the soil borings, and prepare a report of all findings determined from the borings and analysis. 4. Prepare parcel plat and descriptions for permanent and temporary easements along the project's route 5. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER as a result of change in scope, extent or character or design requirements of the Project. 6. After consulting with the City Attorney concerning OWNER's desired format, prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement forms, general conditions and supplementary conditions, and (where appropriate) bid fortes, invitations to bid and instructions to bidders, and assist in the preparation of other related documents. ENGINEER shall modify documents in accordance with the recommendations of OWNER. 7. Furnish three copies of the above documents, Drawings and Specifications to and review them with OWNER. S. ENGINEER's services under the Design Phase will be considered complete at the date when the submittals have been accepted by OWNER plus such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Design Phase. 9. The scope of work consists of the drawings listed in Attachment B -1 to show the extent of the work to be completed. BIDDING PHASE After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other Design Phase documentation (including the most recent opinion of probable Construction Cost), and upon written authorization from OWNER to proceed, ENGINEER shall: 1. Assist OWNER in advertising for and obtaining bids for the contract for construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents 00050009 4 have been issued, attend pre -bid conference, if any, and receive and process deposits for Bidding Documents. ENGINEER shall distribute plans and specifications from their office and keep a plan holders list. 2. Issue addenda as appropriate to clarify, correct or change the Bidding Documents. 3. Consult with OWNER as to acceptability of subcontractors, suppliers and other persons and entities proposed by Contractor for those portions of the work as to which such acceptability is required by the Bidding Documents. 4. Attend and preside over a pre bid meeting to present project to prospective bidders and respond to questions raised by prospective bidders. 5. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 6. The Bidding Phase will terminate and the services to be performed or furnished thereunder will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors. CONSTRUCTION PHASE During the Construction Phase: 1. General Administration of Construction Contract ENGINEER shall consult with and advise OWNER and act as OWNER's representative as provided in the Standard General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified, except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this Agreement and said Standard General Conditions except as otherwise provided in writing. 2. Visits 10 Site and Observation of Construction In connection with observations of the work of Contractor while in progress: a. ENGINEER shall make visits to the site at intervals appropriate to the various stages of construction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor's work. Such visits and observations by ENGINEER are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling and similar methods of observation of the work based on ENGINEER's exercise of professional judgment as assisted by the OWNER's Project Representative. Based on information obtained during such visits and such observations, ENGINEER shall endeavor to determine if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. b. The purpose of ENGINEER's visits to the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design 00050009 5 3. Defective Work professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor will conform to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct or have control over Contractor's work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any failure of Contractor to comply with laws, rules, regulations, ordinances, codes or orders (other than orders emanating from OWNER or ENGINEER with respect to the work, such as change orders) applicable to Contractor's furnishing and performing the work. During such visits on the basis of such observations, ENGINEER shall have authority and duty to disapprove of or reject Contractor's work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 4. Clarifications and Interpretations; Field Orders. ENGINEER shall issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 5. Change Orders and Work Change Directives ENGINEER shall recommend Change Orders and Work Change Directives to OWNER as appropriate, and shall prepare Change Orders and Work Change Directives as required. If requested by OWNER, ENGINEER will be in attendance at the City Council meeting to describe the necessity for the Change Order. 6. Shop Drawings ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 7. Substitutes ENGINEER shall evaluate and determine the acceptability of substitute or "or- equal" materials and equipment proposed by Contractor. 00050009 6 8. Inspections and Tests ENGINEER may require special inspections or tests of the work, and shall receive and review all certificates of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, test or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 9. Disagreements between OWNER and Contractor ENGINEER shall render the initial decisions on all claims of OWNER and Contractor relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. In rendering such decisions, ENGINEER shall be fair and impartial t0 OWNER and Contractor to ensure the work complies with the requirements of the Contract Documents, and shall not be liable for the rendering of any decision made in good faith in such capacity. 10. Applications for Payment Based on ENGINEER's on -site observations as an experienced and qualified design professional and on review of Applications for Payment and the accompanying data and schedules: a. ENGINEER shall determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belief, the work has progressed to the point indicated, the quality of such work is in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe the work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in Paragraph a. are expressly subject to the limitations set forth in Paragraph b. and other express or general limitations in the Agreement and elsewhere. b. By recommending any payment ENGINEER shall not thereby be deemed to have represented that on- site observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of the work in progress, or involved detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment (including final payment) will impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any liens, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 00050009 7 11. Contractor's Completion Documents ENGINEER shall receive, review and transmit to OWNER with written comments maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, and marked -up record documents (including Shop Drawings, Samples and other data approved as provided under Paragraph 6 and marked -up record Drawings) which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. ENGINEER's review of such documents will only be to determine that their content complies with the requirements of and in the case of certificates of inspections, tests and approvals that the results certified indicate compliance with, the Contract Documents. 12. Substantial Completion Following notice from Contractor that Contractor considers the entire work ready for its intended use, ENGINEER and OWNER, accompanied by Contractor, shall conduct an inspection to determine if the work is substantially complete. If after considering any objections of OWNER, ENGINEER considers the work substantially complete, ENGINEER shall deliver a Certificate of Substantial Completion to OWNER and Contractor. The Certificate of Substantial Completion shall only allow OWNER to begin operation of the item constructed hereunder, but shall not constitute final acceptance of the work or Certificate of Final Completion. 13. Final Notice of Acceptability of the Work ENGINEER shall conduct a final inspection to determine if the completed work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall indicate that the work is acceptable (subject to the provisions of Paragraph 10.b.) to the best of ENGINEER's knowledge, information and belief and based on the extent of the services performed and furnished by ENGINEER under this Agreement. 14. ENGINEER'S Completion Documents ENGINEER shall utilize the marked -up contract drawings from the Contractor, with the assistance of the OWNER's representative, to provide Record Drawings of the completed Project. ENGINEER shall furnish one set of reproducible drawings and one set of prints of these revised drawings to the OWNER. As an accommodation to the OWNER, ENGINEER agrees to provide OWNER an electronic copy of the AutoCAD readable disk used by CDM to develop the Record Drawings for the project. The Record Drawings shall be provided in AutoCAD format using no version higher than 14. OWNER is aware of the potential errors that may arise through the electronic copying of the disk. OWNER recognizes that the information contained on the floppy disk may not include all information which is included in the Record Drawings. The hard copy of the Record Drawings containing the engineer's professional engineering stamp shall take precedence over the floppy disk. The floppy disks are provided to OWNER "as is and any use of the disk or the information contained on the disk is at the sole risk of the OWNER and without any liability or legal exposure to ENGINEER. 15. Limitations of Responsibilities ENGINEER agrees to inspect work and perform the duties specified in this contract in a reasonable manner, but does not guarantee the discovery of Contractor's failure to comply with the Contract Documents if a reasonable engineer in ENGINEER's position would not have discovered such failure. 00050009 8 16. Duration of Construction Phase The Construction Phase will commence with the execution of the constmction contract for the Project or any part thereof and will terminate upon written recommendation by ENGINEER of final payment. 00050009 9 Task Start Completion Notice to Proceed January 2, 2004 August 25, 2004 Easement Field Notes January 3, 2004 March 1, 2004 Geotechnical Investigation January 3, 2004 March 1, 2004 Prepare Contract Agreement Forms September 1, 2003 March 15, 2004 Provide Drawings & Specs for Review October 31, 2003 May 1, 2004 Final Design Completion June 1, 2004 Easement Acquisition March 1, 2004 October 1, 2004 Task Start Completion Notice to Proceed July 31, 2003 August 25, 2004 Surveying August 7, 2003 October 31, 2003 Environmental Assessment September 1, 2003 October 31, 2003 Archeology Survey September 1, 2003 October 31, 2003 Preliminary Engineering Report October 31, 2003 December 15, 2003 Task Start Avertisement July 25, 2004 Bid Date August 25, 2004 Council Award Date September 23, 2004 Notice to Proceed October 1, 2004 Task Start Construction Commences October 15, 2004 Substantial Completion March 31, 2005 EXHIBIT C WORK SCHEDULE PHASE 1 PRELIMINARY ENGINEERING SERVICES: PHASE 2 FINAL DESIGN ENGINEERING SERVICES: BIDDING PHASE: CONSTRUCTION PHASE: 00050009 10 EXHIBIT D FEE SCHEDULE Basic Special Services Services PHASE 1 PRELIMINARY ENGINEERING SERVICES Preliminary Engineering Report $14,000 Preliminary Engineering 12,000 Environmental Assessment $ 2,300 Archeology Survey 4,000 Surveying 21,500 Subtotal $26,000 $27,800 PHASE 1 TOTAL $53,800 PHASE 2 FINAL DESIGN SERVICES: TO BE DETERMINED After Phase I Completion) 00050009 Easement Field Notes Geotechnical Investigation Final Design Documents BIDDING PHASE: Bidding Phase Services CONSTRUCTION PHASE: Construction Phase Services 11 00050009 , EXHIBIT E CERTIFICATE OF INSURANCE 12 TIFICATE OF LIABILITY URANCE PROFESSIONAL, SERVICES PK.,DUCER AON RISK SERVICES, INC. OF MASSACHUSETTS 99 HIGH STREET BOSTON, MA 02110 INSURED CAMP DRESSER & MCAEE INC. C ONE' CAMBRIDGE PLACE 50 HAMPSHIRE STREET D CAMBRIDGE, MA 02139 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 LTR • NUMBER DATE DATE B ntopasSIONALUABIU Y QK0301367 1/1/03 1/1/04 $1,000,000 DESCRIPTION OP SPECIAL ITEMS/EXCEPTIONS Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written nod« to the certificate holder named below. - CERTIFICATE HOLDER: City of Round Rock _ 221 E. Main Street Round Rock, Texas 78664 Mu Christine Martinez, City Secretary .2/10/03 - Professional Liability Cenifcate.doe Date: 2/18/03 COMPANIES AFFORDING COVERAGE A B LLOYD'S OF LONDON LIMITS SIGNATURE 0P AUTHORIZED REPRESENTATIVE Typed Name: THOMAS A LEACH Tide: i {I 19 ; it 11, ' EGA , Y ( u # r t � 4 i,P i + I� �� � .. . J ,. I j t ! f f 3 7 \ 4 •. �� wen wm�m rwm nn N W ;��i o E �1 $ RELOCATION OF 30" RAW WATERLINE ROUND K .., • • L.J PROP.42DIW. r! ll STATE H 3 \ w \ \ RIVER ,p 9 �3 % # 9.0 ,. 8 C.SE a C R. 265 C 6$ ( � v `.;''S - E%LST 30 CSC RWL 0,811 „'i, __ - Y 1 Ezx ST 30 ox Rwc (1995). STATE HWY 29 I ,1 'Eck � .. 1 - 5�.. oARs SAN GABRIEL / 1 ! -- •w 'f ' t r - RIVER r i \� l 4 m, w°"� 4 1� z a A � f ” 3 , a , ( 1 a(f� 9 41 J *9 $ ESTATES \ \' 0 § E � ' f ry ' ? g � - � RIVE. ., '4) „- \ . ?tn �pO % ` ,' � f ly A- �F i N ► ti 1I 4 W - - E RELOCATION OF 30” RAW WATERLINE SOUR D ROOK, 1D(.45 • • DATE: July 3, 2003 SUBJECT: City Council Meeting - July 10, 2003 ITEM: 10.E.1. Consider a resolution authorizing the Mayor to execute an Agreement for Engineering Services with Camp Dresser & McKee for Phase I design of the relocation of a 30" raw water line at SH 29 and CR 265. Resource: Tom Word, Chief of Public Works Operations Tom Clark, Director of Utilities History: The raw water line needs to be relocated because of the widening of State Highway 29 in Georgetown. The water line is currently located in the Texas Department of Transportation's (TxDOT) right of way. The Phase I engineering services will include preliminary design, and alignment, environmental assessments, archeological investigation, geological assessments, right -of -entry documentation, identify required easements, design survey, property survey and estimated construction cost. The Phase II scope of engineering services will be to complete the design of approximately 5,400 linear feet of 42 -inch water line and remove the existing 30 -inch water line in SH 29, including bidding and construction services. The Phase II services will be done under a Supplemental Agreement to this contract, which will require Council authorization. Estimated Phase II engineering cost is $143,000.00. At this time the estimated construction cost is $1,644,600, which puts the total engineering services fee at 12 %. The cost under this resolution for Phase I engineering services is $53,800.00. Funding: Cost: $53,800.00 Source of funds: Capital Project Funds (Self- Financed Utility) Outside Resources: Camp, Dresser & McKee, Inc. Impact /Benefit: To maintain adequate raw water flow to our Water Treatment Plant. TxDOT's proposed improvements to SH 29 will not allow the City's existing raw water line to remain within their right - of -way, Public Comment: N/A Sponsor: N/A Mayor Nyle Maxwell City Manager Jim Nose City Attorney Stephan L. Sheets ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. July 14, 2003 Mr. Allen D. Woelke, P.E. Vice President Camp Dresser & McKee, Inc. One Cambridge Place 50 Hampshire Street Cambridge, MA 02139 Dear Mr. Woelke: The Round Rock City Council approved Resolution No. R- 03- 07 -10- 10E1 at their regularly scheduled meeting on July 10, 2003. This resolution approves the agreement for Engineering Services for Phase I design of the relocation of a 30" raw water line at SH 29 and CR 265. Enclosed is a copy of the resolution and original agreement for your files. If you have any questions, please do not hesitate to contact Tom Word at 218 -5555. Sincerely, Sherri Monroe Mayor Pro-tem Tom Nielson Assistant City Secretary Council Members Alan McGraw Carrie Pitt Enclosure Scot Knight Isabel Gallahan Gary Coe CITY OF ROUND ROCK Administrative Dept., 221 East Main Street • Round Rock, Texas 78664 Phone: 552.218.5400 • Fax 512.218.7097 - www.ci.round- rock.tx.us ROUND ROCK, TEXAS PURPOSE. PASSION PROSPERITY. CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH CAMPER DRESSER & MCKEE INC. FOR RELOCATION OF 30" CSC RAW WATER LINE AT S.H. 29 & C.R. 265 THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS AGREEMENT FOR ENGINEERING SERVICES ( "Agreement ") is made and entered into on this the ID day of the month of TJuLy 2003, 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 CAMP DRESSER & MCKEE INC., whose principal place of business is located at 50 Hampshire Street, Cambridge, MA, (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; 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: 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 Engineering Sery Agreement -4 -2003 File name:00050008 e-03- 07 -10 -1061 RECITALS: CONTRACT DOCUMENTS 1 Rev.4/ 1 /03 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 31 day of the month of August, 2005, 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 Agre::mnent 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. 2 Rev.4 /1/03 (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." 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 Fifty Three Thousand Eight Hundred Dollars ($53,800) 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. 3 Rev. 4/1/03 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. 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 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 m 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." 4 Rev. 4/1 /03 City's Designated Representative for purposes of this Agreement is as follows: Don M. Rundell, P.E. 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218 -5554_ Fax Number (512) 218 -5563_ Email Address drundell @round - rock.tx.us 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: Allen D. Woelke, P.E. Camp Dresser & McKee Inc 12357 -A Ritat Trace Parkway, Suite 210 Austin, Texas 78727 Telephone Number (512) 346 -1100_ Fax Number (512) 345 -1483 Email Address woelkead@cdm.com ARTICLE 8 PROJECT TEAM 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 5 Rev. 4/1/03 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 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." 6 Rev. 4/1/03 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." 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 furnished to City upon request. All documents prepared by Engineer and all documents fumished 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. 7 Rev. 4/1/03 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. 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 ccsts 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. 8 Rev. 4/1/03 (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 -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. The termination of this Agreement acid 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. 9 Rev. 4/1/03 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. 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, 10 Rev. 4/1/03 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 professional liability insurance coverage in the minimum amount of One Million Dollars 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 this Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this 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 change in the limit or scope of 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 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 are the sole responsibility of and at the sole 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 and employees thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. 11 Rev. 4/1/03 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. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." 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 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized 12 Rev. 4/1/03 representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Agreement. 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: Allen D Woelke, P.E. Vice President 12357 -A Riata Trace Parkway, Suite210 Austin, TX 78727 ARTICLE 32 NOTICES ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the 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 13 Rev. 4/1/03 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 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. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he /she has executed this 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. R-- O,R - - -106/ , approved by the City Council on the ID day of the month of , 200 3 , and Engineer CAMP ARC,55EA 4 //;(.. . TA/C. , 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. By: CITY OF ROUND ROCK, TEEXA /`. N ATTEST: 11, ayor By: ( �/I lX/ alt Christine Martinez, City Secretary 14 Rev. 4/1/03 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 "Certificates of Insurance" 15 Rev. 4/1/03 (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 "Certificates of Insurance" C: \W RIDO W S \TEMP`A0050009. D OC LIST OF EXHIBITS ATTACHED 1 EXHIBIT A SERVICES TO BE PROVIDED BY THE CITY OF ROUND ROCK The City of Round Rock will furnish to the Engineer the following items /information: 1. Designate a person to act as City's representative with respect to the services to be performed or fumished by the Engineer. This representation will have authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to Engineer's services. 2. Provide all criteria and full information as to City's requirements for the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and furnish copies of all design and construction standards which City will require to be included in the Drawings and Specifications. 3. Assist Engineer by placing all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the Project at the Engineer's disposal. 4. Fumish to Engineer, as requested for performance of basic services or as required by the Contract Documents, the following: a. Data prepared by or services of others, including without limitation explorations and tests of subsurface conditions at or contiguous to the site, drawings of physical conditions in or relating to existing surface of subsurface structures at or contiguous to the site; b. The services of an independent testing laboratory to perform all inspections, tests and approvals of samples, materials and equipment; c. Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studios as to the Project, the site and adjacent areas; d. Provide as required by the Contract Documents, engineering surveys and staking to enable Contractor to proceed with the layout of the work, and other special field surveys; e. Arrange for access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under this Agreement; f. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals and other documents presented by Engineer; g. Provide such accounting, bond and financial advisory, independent cost estimating and insurance counseling services and such legal services as City may require or Engineer may reasonably request with regard to legal issues pertaining to the Project; h. Provide labor and safety equipment to open and protect manholes and/or to operate valves and hydrants as required by the Engineer; and i. Give prompt notice to Engineer whenever City observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of Engineer's services, or any defect or nonconformance in Engineer's services in the work of any Contractor. C: \ WINDOWS \ TEMP \ 00050009.00C 2 EXHIBIT B SERVICES TO BE PROVIDED BY THE ENGINEER PHASE 1 PRELIMINARY ENGINEERING SERVICES 1. Perform preliminary engineering services in connection with Project in sufficient detail to indicate clearly the problems involved and the alternate solutions available to the OWNER, to include preliminary layouts, sketches and cost estimates for the Project, and to set forth clearly the Engineer's recommendations. 2. Perform an environmental assessment and a water of the U.S./Wetland survey and delineation for the proposed route. 3. Perform an archaeological survey for the proposed route. 4. Perform topographic survey of preliminary alignment. 5. Prepare, conduct and document studies, analyses and reports of the Project in sufficient detail to clearly indicate the problems involved and reasonable solutions available. Such studies, analyses and reports to include: preliminary layouts, maps, exhibits, sketches, construction materials and methods evaluations, schedules, utility coordination plans, design criteria, environmental reviews, and other investigations pertinent to the evaluation of the Project alternatives. Specifically the following Project investigations /services: • Investigate the routing for engineering, cost and environmental feasibility, • Provide preliminary plans drawings/maps of alignment indicating recommended construction methods (cut- and -cover or boring), • Identify, on a preliminary bases, any easements and construction workspace requirements. • Prepare a preliminary Project Schedule and cost estimate of the probable project construction costs. • Fumish five (5) copies of the draft of the Letter Report including all layouts, sketches, maps, costs estimates, and recommended Project improvements for review and comment. Furnish five (5) copies of the final Letter Report for addressing comments. 6. Prepare plan and profile sheets, indicating the preliminary alignment and grade, at a scale in sufficient detail to establish the basis of the design for the relocated raw waterline. 00050009 3 PHASE 2 FINAL DESIGN ENGINEERING SERVICES Upon completion of Phase 1 services and upon written authorization by OWNER to proceed, ENGINEER shall provide the following Final Design Services. Prepare for incorporation in the Contract Documents final Drawings showing the scope, extent and character of the work to be periormed and fumished by Contractor and Specifications (which will be prepared, where appropriate, in conformance with the sixteen division format of the Construction Specifications Institute). 2. Provide technical criteria, written descriptions and design data for use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to review or approve the final design of the Project, and assist OWNER in consultations with appropriate authorities. 3. Perform soil borings, complete a geotechnical analysis of the project area with the soil borings, and prepare a report of all findings determined from the borings and analysis. 4. Prepare parcel plat and descriptions for permanent and temporary easements along the project's route 5. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER as a result of change in scope, extent or character or design requirements of the Project. 6. After consulting with the City Attorney concerning OWNER's desired format, prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement forms, general conditions and supplementary conditions, and (where appropriate) bid forms, invitations to bid and instructions to bidders, and assist in the preparation of other related documents. ENGINEER shall modify documents in accordance with the recommendations of OWNER. 7. Furnish three copies of the above documents, Drawings and Specifications to and review them with OWNER. 8. ENGINEER's services under the Design Phase will be considered complete at the date when the submittals have been accepted by OWNER plus such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Design Phase. 9. The scope of work consists of the drawings listed in Attachment B - 1 to show the extent of the work to be completed. BIDDING PHASE After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other Design Phase documentation (including the most recent opinion of probable Construction Cost), and upon written authorization from OWNER to proceed, ENGINEER shall: 1. Assist OWNER in advertising for and obtaining bids for the contract for construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents 00050009 4 have been issued, attend pre -bid conference, if any, and receive and process deposits for Bidding Documents. ENGINEER shall distribute plans and specifications from their office and keep a plan holders list. 2. Issue addenda as appropriate to clarify, correct or change the Bidding Documents. 3. Consult with OWNER as to acceptability of subcontractors, suppliers and other persons and entities proposed by Contractor for those portions of the work as to which such acceptability is required by the Bidding Documents. 4. Attend and preside over a pre bid meeting to present project to prospective bidders and respond to questions raised by prospective bidders. 5. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 6. The Bidding Phase will terminate and the services to be performed or furnished thereunder will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors. CONSTRUCTION PHASE During the Construction Phase: 1. General Administration of Construction Contract ENGINEER shall consult with and advise OWNER and act as OWNER's representative as provided in the Standard General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified, except as ENGINEER may otherwise agree in writing. All of OWNER'S instructions to Contractor will be issued through ENGINEER who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this Agreement and said Standard General Conditions except as otherwise provided in writing. 2. Visits to Site and Observation of Construction In connection with observations of the work of Contractor while in progress: a. ENGINEER shall make visits to the site at intervals appropriate to the various stages of construction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor's work. Such visits and observations by ENGINEER are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling and similar methods of observation of the work based on ENGINEER's exercise of professional judgment as assisted by the OWNER'S Project Representative. Based on information obtained during such visits and such observations, ENGINEER shall endeavor to determine if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. b. The purpose of ENGINEER'S visits to the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design 00050009 5 3. Defective Work 6. Shop Drawings 7. Substitutes professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor will conform to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct or have control over Contractor's work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any failure of Contractor to comply with laws, rules, regulations, ordinances, codes or orders (other than orders emanating from OWNER or ENGINEER with respect to the work, such as change orders) applicable to Contractor's furnishing and performing the work. During such visits on the basis of such observations, ENGINEER shall have authority and duty to disapprove of or reject Contractor's work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 4. Clarifications and Interpretations; Field Orders. ENGINEER shall issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 5. Change Orders and Work Change Directives ENGINEER shall recommend Change Orders and Work Change Directives to OWNER as appropriate, and shall prepare Change Orders and Work Change Directives as required. If requested by OWNER, ENGINEER will be in attendance at the City Council meeting to describe the necessity for the Change Order. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. ENGINEER shall evaluate and determine the acceptability of substitute or "or- equal" materials and equipment proposed by Contractor. 00050009 6 8. Inspections and Tests ENGINEER may require special inspections or tests of the work, and shall receive and review all certificates of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, test or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 9. Disagreements between OWNER and Contractor ENGINEER shall render the initial decisions on all claims of OWNER and Contractor relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. In rendering such decisions, ENGINEER shall be fair and impartial to OWNER and Contractor to ensure the work complies with the requirements of the Contract Documents, and shall not be liable for the rendering of any decision made in good faith in such capacity. 10. Applications for Payment Based on ENGINEER's on -site observations as an experienced and qualified design professional and on review of Applications for Payment and the accompanying data and schedules: a. ENGINEER shall determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belief, the work has progressed to the point indicated, the quality of such work is in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe the work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in Paragraph a. are expressly subject to the limitations set forth in Paragraph b. and other express or general limitations in the Agreement and elsewhere. b. By recommending any payment ENGINEER shall not thereby be deemed to have represented that on- site observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of the work in progress, or involved detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment (including final payment) will impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's fumishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any liens, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 00050009 7 11. Contractor's Completion Documents ENGINEER shall receive, review and transmit to OWNER with written comments maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, and marked -up record documents (including Shop Drawings, Samples and other data approved as provided under Paragraph 6 and marked -up record Drawings) which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. ENGINEER's review of such documents will only be to determine that their content complies with the requirements of, and in the case of certificates of inspections, tests and approvals that the results certified indicate compliance with, the Contract Documents. 12. Substantial Completion Following notice from Contractor that Contractor considers the entire work ready for its intended use, ENGINEER and OWNER, accompanied by Contractor, shall conduct an inspection to determine if the work is substantially complete. If after considering any objections of OWNER, ENGINEER considers the work substantially complete, ENGINEER shall deliver a Certificate of Substantial Completion to OWNER and Contractor. The Certificate of Substantial Completion shall only allow OWNER to begin operation of the item constructed hereunder, but shall not constitute final acceptance of the work or Certificate of Final Completion. 13. Final Notice of Acceptability of the Work ENGINEER shall conduct a final inspection to determine if the completed work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall indicate that the work is acceptable (subject to the provisions of Paragraph 10.b.) to the best of ENGINEER's knowledge, information and belief and based on the extent of the services performed and fumished by ENGINEER under this Agreement. 14. ENGINEER'S Completion Documents ENGINEER shall utilize the marked -up contract drawings from the Contractor, with the assistance of the OWNER's representative, to provide Record Drawings of the completed Project. ENGINEER shall furnish one set of reproducible drawings and one set of prints of these revised drawings to the OWNER. As an accommodation to the OWNER, ENGINEER agrees to provide OWNER an electronic copy of the AutoCAD readable disk used by CDM to develop the Record Drawings for the project. The Record Drawings shall be provided in AutoCAD format using no version higher than 14. OWNER is aware of the potential errors that may arise through the electronic copying of the disk. OWNER recognizes that the information contained on the floppy disk may not include all information which is included in the Record Drawings. The hard copy of the Record Drawings containing the engineer's professional engineering stamp shall take precedence over the floppy disk. The floppy disks are provided to OWNER "as is" and any use of the disk or the information contained on the disk is at the sole risk of the OWNER and without any liability or legal exposure to ENGINEER. 15. Limitations of Responsibilities ENGINEER agrees to inspect work and perform the duties specified in this contract in a reasonable manner, but does not guarantee the discovery of Contractor's failure to comply with the Contract Documents if a reasonable engineer in ENGINEER's position would not have discovered such failure. 00050009 8 16. Duration of Construction Phase The Construction Phase will commence with the execution of the construction contract for the Project or any part thereof and will terminate upon written recommendation by ENGINEER of final payment. 00050009 9 Task Start Completion otice to Proceed January 2, 2004 August 25, 2004 asement Field Notes January 3, 2004 March 1, 2004 eotechnical Investigation January 3, 2004 March 1, 2004 repare Contract Agreement Forms September 1, 2003 March 15, 2004 rovide Drawings & Specs for Review October 31, 2003 May 1, 2004 inal Design Completion June 1, 2004 asement Acquisition March 1, 2004 October 1, 2004 Task Start Completion Notice to Proceed July 31, 2003 August 25, 2004 Surveying August 7, 2003 October 31, 2003 Environmental Assessment September 1, 2003 October 31, 2003 Archeology Survey September 1, 2003 October 31, 2003 Preliminary Engineering Report October 31, 2003 December 15, 2003 Task Start Avertisement July 25, 2004 Bid Date August 25, 2004 Council Award Date September 23, 2004 Notice to Proceed October 1, 2004 Task Start Construction Commences October 15, 2004 Substantial Completion March 31, 2005 .1 PHASE 1 PRELIMINARY ENGINEERING SERVICES: PHASE 2 FINAL DESIGN ENGINEERING SERVICES: BIDDING PHASE: CONSTRUCTION PHASE: 00050009 EXHIBIT C WORK SCHEDULE 10 PHASE 1 PRELIMINARY ENGINEERING SERVICES BIDDING PHASE: Bidding Phase Services CONSTRUCTION PHASE: Construction Phase Services 00050009 EXHIBIT D FEE SCHEDULE Preliminary Engineering Report $14,000 Preliminary Engineering 12,000 Environmental Assessment $ 2,300 Archeology Survey 4,000 Surveying 21,500 Subtotal $26,000 $27,800 PHASE 1 TOTAL $53,800 PHASE 2 FINAL DESIGN SERVICES: TO BE DETERMINED After Phase I Completion) Easement Field Notes $ Geotechnical Investigation $ Final Design Documents $ I1 Basic Special Services Services 1 00050009 EXHIBIT E CERTIFICATE OF INSURANCE 12 T TE OF LIABILITY URANCE PROFESSIONAL SERVICES Pt. ,DUCER AON RISK SERVICES, INC. OF MASSACHUSETTS 99 HIGH STREET BOSTON, MA 02110 CO TYPE OF INSURANCE POLICY EFFECTIVE . EXPIRATION LTR NUMBER DATE 'DATE DESCRIPTION OP SPECIAL ITEMS/EXCEPTIONS CERTIFICATE HOLDER: City of Round Rock 221 E. Main Street Round Rock. Tease 78664 atm: Christine Martinez, City Secretary 2/10/01 - Pmreationd Liability Cenifieate.doe Tide: e Date: 2/18/03 o COMPANIES AFFORDING COVERAGE g. LLOYD 'S OF LONDON INSURED CAMP DRESSER & MCKEE INC. C ONE'CAMBRIDCE PLACE 50 HAMPSHIRE STREET D CAMBRIDGE, MA 02139 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. LIMITS B PROFESSIONALWEMITY QK0301367 1 /1/03 1/1/04 $1,000,000 Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written nodce to die certificate holder named below. SIGNATURE OF AUTHORIZED REPRESENTATIVE 7 yPed Names THOMAS A LEACH