R-94-04-28-9C - 4/28/1994Mayor
Charles Culpepper
Mayor Pro.tem
Robert Stluka
Council Members
Rod Morgan
Rick Stewart
Earl Palmer
Martha Chavez
linunyloseph
City Manager
Robert 1.. Bennett, fr.
City Attorney
Stephan 1.. Sheets
May 3, 1994
Leslie W. Pittman, P.E.
Vice - President
Bury & Pittman, Inc.
3345 Bee Cave Road, Suite 200
Austin, TX 78746
Dear Mr. Pittman:
Resolution No. R- 94- 04 -28 -9C was approved by the Round Rock City
Council on April 28, 1994.
Enclosed is a copy of the resolution and an original agreement for
your files. If you have any questions, please do not hesitate to call.
Sincerely,
Joanne Land
Assistant City Manager/
City Secretary
Enclosures
THE CITY OF ROUND ROCK
221 East Main Street
Round Rook, Texas 78664
512- 255 -3612
Fax 512 - 255.6676 1- 800 - 735 -2989 (TDD) 1- 800- 735 -2988 (Voice)
RESOLUTION NO. R- 94- 04-Z- QC
WHEREAS, the City of Round Rock desires to have engineering
services for the Dell Computer Corporation expansion site, and
WHEREAS, Bury & Pittman, Inc., has submitted an agreement to
provide said engineering services, and
WHEREAS, the City Council desires to enter into said
agreement with Bury & Pittman, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an agreement with Bury & Pittman, Inc., for
engineering services for the Dell Computer Corporation expansion
site, a copy of said agreement being attached hereto and
incorporated herein for all purposes.
RESOLVED this 28th day of April, 1994.
ATTEST:
KS /RESOLOTION
RSO4284C
E LAND, City Secretary
CHARLES CULPF7PP Mayor
City of Round Rock, Texas
I 1) Bury +Pittman
April 14, 1994
Ms. Judy Langford - Knox
Bill Langford Associates
P.O. Box 14571
Austin, Texas 78761
Re: City of Round Rock
Texas Capital Fund Project No. 703152
Project Schedule
Dear Judy:
VIA FAX
452 -5380
Flury S Pittman. Inc.
Consulting Engmeet s /Sun e) ors
5545 Bee Coxes Road / Suite 200
Austin, Texas 78746
Tel 512 / 328 -0011
Fax 512 / 528 -0525
Based on our meeting held on April 7, we have developed a tentative schedule for the
referenced project. This schedule is subject to change but should assist you in the
administration of the contract. The schedule is as follows:
DESCRIPTION DURATION START DATE
Preparation of plans and specifications 10 weeks April 11, 1994
TNRCC Review (W and WW only) June 20, 1994
City of Round Rock review 1 week June 20, 1994
Advertise for bids 3 weeks June 12, 1994
Receive bids July 5, 1994
Contract award by City of Round Rock July 14, 1994
Notice to proceed July 28, 1994
Project time begins August 8, 1994
Bury +Pittman
Ms. Judy Langford -Knox
April 14, 1994
Page Two
We trust the above schedule addresses your needs with regard to this project. Should
you have any questions or require additional information, please call.
Leslie W. Pittman, P.E.
cc: Mona Ryan, City of Round Rock
Jim Nuese, P.E., City of Round Rock
Greg Strmiska, P.E., Bury & Pittman, Inc.
ELTRSILW INQIOX.LTR1648-0I.00
This document has important legal consequences; consultation with an attorney is encouraged with
respect to its use, completion or modification. This document should be adapted to the particular
circumstances of the contemplated Project and the applicable laws of the jurisdiction in which the
professional services for the Project are to be performed,
STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES SI
THIS IS AN AGREEMENT made as of l / A g
between the City of Round Rock, Texas
1994
("OWNER ") and
Bury & Pittman, Inc. ( "ENGINEER ").
OWNER intends to construct various ,water, wastewater, paving, gas line and drainage
facilities in conjuction with expansion of Dell Computers Telemarketing Division
Project, said facilities to be funded under the terms and conditions of a Texas
Capital Fund Grant administered by the Texas Department of Housing and Community
Affairs.
OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the
performance or furnishing of professional engineering services by ENGINEER with respect to the Project and
the payment for those services by OWNER as set forth below. Execution of this Agreement by ENGINEER
and OWNER constitutes OWNER's written authorization to ENGINEER to proceed on the date first above
written with the first phase of the Basic Services described in Section 2 below and as further set forth in Exhibit
A, "Further Description of Basic Engineering Services and Related Matters" ( "Exhibit A ") and in the other
exhibits listed in Section 9 below. This Agreement will become effective on the date first above written.
Page 1 of 16 pages
(the "Project ").
SECTION 1— GENERAL
1.1. Standard of Care.
ENGINEER shall perform for or furnish to OWNER
professional engineering and related services in all phases
of the Project to which this Agreement applies as herein-
after provided. ENGINEER shall serve as OWNER's
prime design professional and engineering representative
for the Project providing professional engineering consul-
tation and advice with respect thereto. ENGINEER may
employ such ENGINEER's Consultants as ENGINEER
deems necessary to assist in the performance or furnishing
of professional engineering and related services hereun-
der. ENGINEER shall not be required to employ any
ENGINEER'S Consultant unacceptable to ENGINEER.
The standard of care for all professional engineering and
related services performed or furnished by ENGINEER
under this Agreement will be the care and skill ordinarily
used by members of ENGINEER's profession practicing
under similar conditions at the same time and in the same
locality. ENGINEER makes no warranties, express or
implied, under this Agreement or otherwise, in connec-
tion with ENGINEER'S services.
1.2. Coordination with Other Documents.
It is the intention of the parties that the Standard General
Conditions will be used as the General Conditions for the
Project and that all amendments thereof and supplements
thereto will be generally consistent therewith. Except as
otherwise defined herein, the terms which have an initial
capital letter in this Agreement and are defined in the
Standard General Conditions will be used in this Agree-
ment as defined in the Standard General Conditions. The
term "defective" will be used in this Agreement as defined
in the Standard General Conditions.
13. Definitions.
Wherever used in this Agreement the following terms
have the meanings indicated which are applicable to both
the singular and plural thereof:
1.3.1. Additional Services. Additional Services means
the services to be performed for or furnished to OWNER
by ENGINEER described in Section 3 of this Agree-
ment.
1.32. Agreement. Agreement means this Standard Form
of Agreement between OWNER and ENGINEER for
Professional Services including those exhibits listed in
Section 9 of this Agreement.
1.3.3. Basic Services. Basic Services means the services
to be performed for or furnished to OWNER by ENGI-
NEER described in Section 2 of this Agreement.
13.4. Construction Cost. Construction Cost means the
total cost to OWNER of those portions of the entire
Project designed or specified by ENGINEER. Construc-
tion Cost does not include ENGINEER's compensation
and expenses, the cost of land, rights -of -way, or compen-
sation for or damages to properties, or OWNER's legal,
accounting, insurance counseling or auditing services, or
■ interest and financing charges incurred in connection with
the Project or the cost of other services to be provided by
others to OWNER pursuant to Section 4 of this Agree-
ment. Construction Cost is one of the items comprising
Total Project Costs.
Page 2 of 16 pages
13.5. Contractor. Contractor means the person or entity
with whom OWNER enters into a written agreement
covering construction work to be performed or furnished
with respect to the Project.
13.6. ENGINEER's Consultant ENGINEER's Con-
sultant means a person or entity having a contract with
ENGINEER to perform or furnish Basic or Additional
Services as ENGINEER's independent professional asso-
ciate or consultant engaged directly on the Project.
1.3.7. Reimbursable Expenses. Reimbursable Expenses
means the expenses incurred directly in connection with
the performance or furnishing of Basic and Additional
Services for the Project for which OWNER shall pay
ENGINEER as indicated in Exhibit B, "Payments to
Engineer for Services and Reimbursable Expenses" ( "Ex-
hibit B ").
13.8. Resident Project Representative. Resident Project
Representative means the authorized representative of
ENGINEER who will be assigned to assist ENGINEER
at the site during the Construction Phase. The Resident
Project Representative will be ENGINEER'S agent or
employee and under ENGINEER's supervision. As used
herein, the term Resident Project Representative includes
any assistants of Resident Project Representative agreed
to by OWNER. The duties and responsibilities of the
Resident Project Representative are set forth in Exhibit
C. "Duties, Responsibilities and Limitations of Authority
of Resident Project Representative" ( "Exhibit C ").
1.3.9. Standard General Conditions. Standard General
Conditions means the Standard General Conditions of
the Construction Contract (No. 1910-8) (1990 Edition) of
the Engineers Joint Contract Documents Committee.
1.3.10. Total Project Costs. Total Project Costs means
the sum of the Construcuon Cost. allowances for contin-
gencies. the total costs of design professional and related
services provided by ENGINEER and (on the basis of
information furnished by OWNER) allowances for such
other items as charges of all other professionals and
consultants, for the cost of land and rights -of -way, for
compensation for or damages to properties, for interest
and financing charges and for other services to be pro-
vided by others to OWNER under paragraphs 4.4, 45 and
4.7 through 4.14, inclusive.
SECTION 2 —BASIC SERVICES OF ENGINEER
•
mm a
ud
ject.
sh
on this Agreement becoming effective, ENGINE
2.1.1. Consult with OWNER to understand 0 R's at
require • es for the Project and review availab data.
2.12. A. vise OWNER as to the necessity of
providing 0 obtaining from others data or s
types descri. - d in paragraph 4.4 which
ENGINEER' Basic Services, and assi-
obtaining such . am and services.
2.1.4. Evaluate various
OWNER as descnbed in
tion with Owner, reco
which in ENGINEER's
requirements for the P
• WNER's
ces of the
not part of
OWNER in
2.1.3. Identify a d analyze require - nts of governmen-
tal authorities having jurisdiction to approve the portions
of the Project design d or specifier by ENGINEER with
whom consultation is t,• be under ken in connection with
the Project.
ate solutions available to
hit A, and, after consulta-
o OWNER those solutions
ent best meet OWNER's
2.1.5. Prepare a re •.ort (the " Report") which will con-
tain the statement of OWNER's quirements for the
Project and. as appropriate, will co ain schematic lay -
outs, sketches conceptual design 'Lena with appro-
priate exhibits indicate the considera •ns involved and
those altema e solutions available to • WNER which
ENGINEE recommends. This Report wi be accompa-
nied by Et " INEER's opinion of Total Pro -ct Costs for
each solu on which is so recommended for e Project.
includin the following which will be separatel, itemized:
opinio of probable Construction Cost. allow ces for
contingencies and for the estimated .oral costs o' design
pro ssional and related services provided by NGI-
R and, on the basis of information furnishe by
ER, allowances for other items and services in-
luded within the definition of Total Project Costs.
Page 3 of 16 pages
•
s
R
tti
risdicti on to review t
d or specified
o be obtaine
uties and responsibilities of ENGINEER duri
dy and Report Phase as set forth in this paragraph
•
•
The
S
1
1.6. Furnish the Report to and review it with OWNE
2.1.7. Revise the Report in response to ON ER's
comme s, as appropriate, and furnish final cot'-s of the
Report in e number set forth in Exhibit A
2.1:8. Submit he Report within the pulated period
indicated in Exht 't A.
IN
2.1.9. ENGEER's
port Phase will be consi
(1) the date when the
OWNER or (2) thirty
Report is delivered to
in each case such a -.
reasonable for ob
thorities having
Project desi
approval is
Phase.
.2. Preliminary Design Pl..s...
ervices u.:er the Study and Re
red omplete at the earlier of
R ort has been accepted by
• fter the date when such
r final acceptance, plus
onal time approval o
=s may be considered
. governmental au-
portions of the
by ENG ER, if such
d during the Stud . d Report
the
Aft r acceptance by OWNER of the Report, selecti. by
O t R of a recommended solution and indica on of
any spe- ific modifications or changes in the stop extent,
character . r design requirements of the Project esired by
OWNER, d upon written authorization fro. OWNER,
ENGINEER .hall:
2.2.1. On the ..sis of the Report. t recommended
solution selected b OWNER and t specific modifica-
tions or changes in t - scope, exte . character or design
requirements of the Pr.'ect agree pon by OWNER and
ENGINEER, prepare ' elinti-ary Design documents
consisting of final design it• ia, preliminary drawings,
outline specifications and wri • n descriptions of the Project.
2.2.2. Advise OVINE" if ad.'tional reports. data or
other information or -rvices of •e types described in
paragraph 4.4 are n: essary and . •'st OWNER in ob-
taining such repo , data or other in .rmation and ser-
vices.
2.2.3. Base '. on the information container in the Pre-
liminary D= ign documents, submit a revised .pinion of
probable ' onstruction Cost and any adjustment • to Total
Project osts ,:crown to ENGINEER, which vill be
item' d as provided in paragraph 2.15.
2.^.4. Furnish the Preliminary Design documents to an
view them with OWNER.
2.5. Submit the Preliminary Design documents
re ' ed opinion of probable Construction Cost with' e
stipul d period indicated in Exhibit A.
2.2.6. E INEER's services under the ' reliminary
Design Phase be considered complet- . t the earlier of
(1) the date wh the Preliminary esign documents
have been accepted . OWNER • (2) thirty days after
the date when such Pr 'mina Iesign documents are
delivered to OWNER for • r a acceptance, plus in each
case such additional time . • . be considered reason-
able for obtaining app .val of g. emmental authorities
having jurisdiction • approve the reliminary Design
documentation, ' uch approval is to b • obtained during
the Prelimina. Design Phase.
The duff= and responsibilities of ENGINEER • • ' g the
Preli ary Design Phase as set forth in this pars aph
2? .re amended and supplemented as indicated in
23. Final Design Phase.
After acceptance by OWNER of the Preliminary Design
Phase documents and revised opinion of probable Con-
struction Cost and indication of any specific modifications
or changes in the scope, extent, character or design
requirements of the Project desired by OWNER. and
upon written authorization from OWNER, ENGINEER
shall:
23.1. On the basis of the accepted Preliminary Design
documents, the modifications or changes in the scope,
extent. character or design requirements of the Project
agreed upon by OWNER and ENGINEER and the
revised opinion of probable Construction Cost, prepare
for incorporation in the Contract Documents final Draw-
ings showing the scope, extent and character of the work
to be performed and furnished by Contractor and Speci-
fications (which will be prepared, where appropriate, in
general conformance with the sixteen division format of
the Construction Specifications Institute).
2.3.2. Provide technical criteria, written descriptions and
design data for OWNER's 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 consul-
tations with appropriate authorities.
23.3. Advise OWNER of any adjustments to the opin-
ion of probable Construction Cost and any adjustments to
Total Project Costs known to ENGINEER. itemized as
provided in paragraph 2.1.5. as a result of changes in
scope, extent or character or design requirements of the
Project.
Page 4 of 16 pages
23.4. 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 (all of which will be generally
consistent in form and substance with the forms and
pertinent guide sheets prepared by the Engineers Joint
Contract Documents Committee), and assist in the prep-
aration of other related documents.
23.5. Furnish the above documents, Drawings and
Specifications to and review them with OWNER.
2.3.6. Submit the above documents, Drawings and
Specifications and a revised opinion of probable Con-
struction Cost within the stipulated period indicated in
Exhibit A.
23.7. ENGINEER's services under the Final Design
Phase will be considered complete at the earlier of (1) the
date when the submittals have been accepted by OWNER
or (2) thirty days after the date when such submittals are
delivered to OWNER for final acceptance, plus in each
case such additional time as may be considered reason-
able 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 Final Design Phase.
The duties and responsibilities of ENGINEER during the
Final Design Phase as set forth in this paragraph 23 are
amended and supplemented as indicated in Exhibit A.
2.4. Bidding or Negotiating Phase.
After acceptance by OWNER of the ENGINEER's
Drawings, Specifications and other Final Design Phase
documentation (including the most recent opinion of
probable Construction Cost), and upon written authori-
zation to proceed. ENGINEER shall:
2.4.1. Assist OWNER in achertising for and obtaining
bids or negotiating proposals for the contract for con-
struction. materials. equipment and services: and, where
applicable, maintain a record of prospective bidders to
whom Bidding Documents have been issued, attend
pre -bid conferences. if any, and receive and process
deposits for Bidding Documents.
2.4.2. Issue Addenda as appropriate to clarify, correct
or change the Bidding Documents.
2. Consuit with OWNER as to the 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.
2.4.4. Attend the bid opening, prepare bid tabulation
sheets and assist OWNER in evaluating bids or proposals
and in assembling and awarding contracts for construc-
tion, materials, equipment and services.
2.4.5. The Bidding or Negotiating 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 (except as may otherwise be
required to complete the services called for in paragraph
E7.2.5, if Exhibit E is a part of this Agreement).
The duties and responsibilities of ENGINEER during the
Bidding or Negotiating Phase as set forth in this para-
graph 2.4 are amended and supplemented as indicated in
Exhibit A.
2.5. Construction Phase.
During the Construction Phase:
2.5.1. General Administration of Construction Contract.
ENGINEER shall consult with and advise OWNER and
act as OWNER's representative as provided in the Stan-
dard 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 to the extent provided in Exhibit A
and 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 Stan-
dard General Conditions except as otherwise provided in
writing.
2.5.2. Visits to Site and Observation of Construction. In
connection with observations of the work of Contractor
while it is in progress:
252.1. ENGINEER shall make visits to the site at
intervals appropriate to the various stages of construc-
tion as ENGINEER deems necessary in order to
observe as an experienced and qualified design profes-
sional the progress and quality of the various aspects of
Contractor's work. In addition. ENGINEER shall pro-
vide the services of a Resident Project Representative
at the site to assist ENGINEER and to provide more
continuous observations of such work. The furnishing
of such Resident Project Representative services will
not extend ENGINEER's responsibilities or authority
beyond the specific limits set forth elsewhere in this
paragraph 2.5. Such visits and observations by ENGI-
NEER and the Resident Project Representative are not
intended to be exhaustive or to extend to every aspect
Page 5 of 16 pages
of the work in progress, or to involve detailed inspec-
tions 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 general observation of the work based on ENGI-
NEER's exercise of professional judgment as assisted
by the Resident Project Representative. Based on
information obtained during such visits and such obser-
vations, ENGINEER shall endeavor to determine in
general if such work is proceeding in accordance with
the Contract Documents and ENGINEER shall keep
OWNER informed of the progress of the work. The
responsibilities of ENGINEER contained in this para-
graph are expressly subject to the limitations set forth in
paragraph 25.2.2 and other express or general limita-
tions in this Agreement and elsewhere.
2.5.2.2. The purpose of ENGE ■IEER's visits to and
representation by the Resident Project Representative
at 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 ENGI-
NEER's efforts as an experienced and qualified design
professional, to provide for OWNER a greater degree
of confidence that the completed work of Contractor
will conform in general 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 pre-
served by Contractor. On the other hand. ENGINEER
shall not, during such visits or as a result of such
observations of Contractor's work itt progress, super-
vise, direct or have control over Contractor's work nor
shall ENGINEER have authority over or responsibility
for the means, methods, techniques, sequences or pro-
cedures 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 or-
ders applicable to Contractor's furnishing and perform-
ing the work. Accordingly, ENGINEER neither guar-
antees the performance of any Contractor nor assumes
responsibility for any Contractor's failure to furnish and
perform its work in accordance with the Contract
Documents.
2.5.3. Defective Work. During such visits and on the
basis of such observations. ENGINEER shah have au-
thority 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
generally 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.
2.5.4. Clarifications and Interpretations; Field Orders.
ENGINEER shall issue necessary clarifications and inter-
pretations 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 Docu-
ments.
2.5.5. Change Orders and Work Change Directives. EN-
GINEER shall recommend Change Orders and Work
Change Directives to OWNER as appropriate, and shall
prepare Change Orders and Work Change Directives as
required.
2.5.6. Shop Drawings. ENGINEER shall review and
approve (or take other appropriate action in respect of)
Shop Drawings and Samples and other data which Con-
tractor is required to submit, but only for conformance
with the information given in the Contract Documents
and compatibility with the design concept of the com-
pleted Project as a functioning whole as indicated in the
Contract Documents. Such reviews and approvals or
other action will not extend to means, methods, tech-
niques, sequences or procedures of construction or to
safety precautions and programs incident thereto.
2.5.7. Substitutes. ENGINEER shall evaluate and deter-
mine the acceptability of substitute or "or- equal" materi-
als and equipment proposed by Contractor. but subject to
the provisions of paragraph 32.2.
25.3. Inspections and Tests. ENGINEER may require
special inspections or tests of the work, and shall receive
and review all certificates of inspections. tests and approv-
als 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 indepen-
dent evaluation that the content or procedures of such
inspections. tests or approvals comply with the require-
ments of the Contract Documents. ENGINEER shall be
entitled to rely on the results of such tests.
2.5.9. Disagreements benveen OWNER and Contractor.
ENGINEER shall render the initial decisions on all
claims of OWNER and Contractor relating to the accept-
ability of the work or the interpretation of the require-
ments of the Contract Documents pertaining to the
execution and progress of the work. In rendering such
Page 6 of 16 pages
decisions, ENGINEER shall be fair and not show partial-
ity to OWNER or Contractor and shall not be liable in
connection with any decision rendered in good faith in
such capacity.
2.5.10. Applicanons for Payment. Based on ENGI-
NEER's on -site observations as an experienced and qual-
ified design professional and on review of Applications
for Payment and the accompanying data and schedules:
2.5.10.1. 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 indi-
cated. the quality of such work is generally in accor-
dance 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 recommen-
dation), 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 in-
clude final determinations of quantities and classifica-
tions of such work (subject to any subsequent adjust-
ments allowed by the Contract Documents). The
responsibilities of ENGINEER contained in paragraph
2.5.10.1 are expressly subject to the limitations set forth
in paragraph 2.5.102 and other express or general
limitations in this Agreement and elsewhere.
25.102. 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 per-
formed and furnished have been exhaustive, extended
to every aspect of the work in progress, or involved
detailed inspections of the work beyond the responsi-
bilities specifically assigned to ENGINEER in this
Agreement and the Contract Documents. Neither EN-
GINEER's review of Contractor's work for the pur-
poses of recommending payments nor ENGIN'EER'S
recommendation of any payment (including final pay-
ment) will impose on ENGINEER responsibility to
supervise. direct or control such work or for the means,
methods, techniques. sequences or procedures of con-
struction 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 purpose;
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.
2.5.11. Contractor's Con:pleaon Doctur_•nts. ENGI-
NEER shall receive. review and transmit to owner with
written comments maintenance and operating instruc-
tions, schedules, guarantees, Bonds, certificates or other
evidence of insurance required by the Contract Docu-
ments. certificates of inspection, tests and approvals, and
marked -up record documents (including Shop Drawings.
Samples and other data approved as provided under
paragraph 2.5.6 and marked-up record Drawings) which
are to be assembled by Contractor in accordance with the
Contract Documents to obtain final payment. ENGI-
NEER'S review of such documents will only be to deter-
mine generally that their content complies with the re-
quiremeats of, and in the case of certificates of inspections.
teats and approvals that the results certified indicate
compliance with. the Contract Documents. • 25.12. 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
consider ng any objections of OWNER. ENGINEER
considers the work substantially complete. ENGTh ER
shall deliver a certificate of Substantial Completion to
OWNER and Contractor.
2.5.13. Final Notice of Acceptability of to Work ENGI-
NEER shall conduct a final inspection to determine if the
completed work of Contactor is acceptable so that
ENG1NT.:ER may reccnunend, in venting. Anal payment
to Contractor. Accompanyhtg the recommendation for
final payment. ENGINEER shall also provide a notice in
the form attached hereto as Exhibit D (the "Notice of
Acceptability of Work') that the work is acceptable
(subject to the provisions of paragaph 2. to the
best of ENGI, rEER's knowledge. information and belief
and based on the extent of the services performed and
furnished by ENGLN'EER under this Agreement
2.5.14. Limitation of Responsibilities. ENGINEER shall
not be responsible for the acts or omissions of any
Contractor, or of any subcontractor, any supplier. or of
any ocher person or organization periorn ing or furnish-
ing any of the work. ENG1N ER shall not be responsible
for Contractor; failure to perform or famish the work in
accordance with the Contract Documents.
`:5• Duearton of Consree:ton Phase. The Construc-
ton Phase will commence with the execution of the
construction contract for the Project or any part thereof
Page 7 of 1
and will terminate upon written recommendation by
ENGINEER of final payment. If the Project involves
more than one prime contract as indicated in paragraph
5.5, Construction Phase services may be rendered at
different times in respect of separate prime contracts.
The duties and responsibilities of ENGINEER during the
Construction Phase as set forth in this paragraph 2.5 are
amended and supplemented as indicated in Exhibit A.
•
• .g the Operational Phase. ENGINEER shall, when
ed by OWNER:
Provide assistance in connection with the refi
• ting of any equipment or system.
ist OWNER in training OWNER's
intain the Project.
WNER in developing syste
c
f the operation and main
the Project.
t of
repro du 1
adon which
the D •
tits •
a
•
•
•
•
3
or
D.
req . eat
2.6.1.
and adj
2.6.2. As
operate an
2 2.63. Assist
du for cantro
record keeping fo
2.6.4. ep
Prare a :
showing record info
ers significant based o
and tithe. record docum.
E GLNEE -R which were
show all changes made du
will not be responsible for
the information provided
rated in the record draw
cto - record drawinz IN
GEER consid-
ra g, Shop Drawings.
lied by Contractor to
a cted by Contractor to
nstruction. ENGINEER
errors in or omissions in
tractor that is incorpo-
her record documents.
2.6.5. In company ctrl, OWN visit the Project to
observe any apparer defects in completed work,
assist OWNER in •nsultations an discussions with
Contractor conce g correction of s ch defects. recoei, :e^ a rr and
bons zs to reoiacer,.en or correction
of defective w. k.
2.6.6, Pro de miscellaneous services as re 'nested by
OWNER ' connection with Project closeout
2.6.7. ne Operational Phase may commence during
the C. ruc„on Phase and will terminate one ye after
the . re of Substandal Completion.
duties and responsibilities of ENGI,NEER during t e
pet Phase as set forth in this paragraph 2.6 ar:
,at
SECTION 3— ADDITIONAL SERVICES OF
ENGINEER
3.L Additional Services Requiring Authortaron in
Adrunce.
If authorized in wr,'tir.2 by OWNER. ENGINE =_R shall
furnish or obtain from others Additional Services of the
6 paces
mg
taff to
and procc-
ance of and
types listed in paragraphs 3.1.1 through 3.1.19. inclusive.
as amended and supplemented as indicated in Exhibit A.
The services are not included as part of Basic Services
except to the extent otherwise provided in Exhibit A.
These services will be paid for by OWNER as indicated in
Section 6.
3.1.1. Preparation of applications and supporting docu-
ments (in addition to those furnished under Basic Ser-
vices) for private or governmental grants, loans or ad-
vances in connection with the Project preparation or
review of environmental assessments and impact state-
ments: review and evaluation of the effect on the design
requirements of the Project of any such statements and
documents prepared by others: and assistance in obtain-
ing approvals of authorities having jurisdiction over the
. anticipated environmental impact of the Project.
3.1.2- Senices to make measured drawings of or to
investigate existing conditions or fatalities. or to verify the
accuracy of dr awings or other information furnished by
OWNER.
3.1.3. ' 'Services resulting from evaluation by ENGTh EER
during the Study and Report Phase at OWNER's request.
of alternative solutions in addition to those specified in
Exhibit A.
3.1.4. Set resulting from siani& ant changes in the
scope, extent or character of the portions of the Project.
desisted or speckled by ENGINEER or is design re-
quirements including, but not limited to, changes in size.
complexity, OW'NER'S schedule. character of construc-
tion or method of financing and revising previously
accepted studies. reports, Drawings. Specifications or
Contract Documents when such revisions are required by
changes in laws, rules. regulations, ordinancs, codes or
orders enacted subsequent to the preparation of such
studies. reports. Drawings, Specifications, or Contract
Documents. or are due to any other causes beyond
ENGINEER'S controL
3.15. Services resulting from facts revealed about con-
ditions:
3.15.1. which are different from information about
such conditions that OWNER previously provided to
ENGINEER under paragraph 4.4 and upon which
ENGINEER was entitled to rely: or
3.1.5.2. as to which OWNER had responsibility to
provide information under paragraph &.' if such infor-
mation was not previously provided.
3.1.6. Providing renderings or models for OWNER'.
use.
3.1.10. Series attributable to a variation in the number
of prime contracts from the number specified in Exhibit A
for work designed or sped5ed by ENGINEER.
3.1.11. Services during out -of -town travel required of
ENGINEER other than visits to the site or OWNER'S
office as required by Section 2.
3.1.12. Preparing for. c6ordmacing with, participating in
and responding to structured independent review pro-
ceases, including. but not limited to, Construction Man-
agement, Cost Estimating, Project Peer Review, Value
Engineering and Construcabirity Review requested by
OWNER; and performing or furnishing services required
to revise studies. reports. Drawings, Specifications or
Contract Documents as a result of such review processes.
3.1.13. Determining the acceptability of substitute ma-
' terials and equipment proposed during the Bidding or
' Negotiating Phase when substitution prior to the award of
contracts is allowed by the Bidding Documents.
3.1.14. Assistance in connection with bid protests. rebid-
ding or renegotiating contract for construction, materials.
equipment or services. except when such assistance is
required 10 complete services called for in paragraph
E72.5. if Exhibit E is a part of this Agreement.
3.1.15. Providing en-
gineering surreys aed stoking to enable Contractor to
proceed with its work. and any type of property surveys or
related engineering services needed for the transfer of
interests in real property: and providing other special field
surveys.
Page 3 of 16 pages
3.1.7. Preparing documents for alternate bids requested
by OWNER for Contractor's work which is not executed
or documents for out-of- sequence work.
3.1.8. Undertaking investigations and studies including,
but not limited to, detailed consideration of operations,
maintenance and overhead expenses; the preparation of
feasibility studies, cash flow and economic evaluations.
rate schedules and appraisals assistance in obtaining
'financing for the Project evaluating processes e
for licensing and assisting g p eases a
$ turg OWNER in obtaining process
Iicensing detailed quantity surveys of materials, equip-
ment and labor, and audits or inventories required in
connection with construction performed by OWNER.
3.1.9. Furnishing services of ENGINEERS Consultants
for other than Basic Services; and furnishing data or
services of the types described in paragraph 4.4 when
OWNER employs ENGLJEER to provide such data or
services in lieu of furnishing the same under paragraph
4.4.
3.1.16. Preparation of operating. maintenance and staff-
ing manuals to supplement Basic Services under para-
graph 2.6.3.
3.1.17. Preparing to serve or serving as a consultant or
witness for OWNER in any litigation. arbitration or other
Iegal or adminictrative proceeding involving the Project
(except for assistance in consultations which is included as
part of Basic Services under paragraphs 213 and 2.3.2).
3.1.13.. Providing more extensive services required to
enable ENGINEER to issue notices or certifications
requested by OWNER under paragraph 4.12.
3.1.19. Other additional serrices performed or furnished
by ENGINEER in connection with the Project, including
services which are to be furnished by OWNER under
Section 4, and services not otherwise provided for in this
Agreement.
3.2.. Required Additional Services.
When required by the Contract Documents in connection
with the performance or furnishing of ENGINEER's
services 'during the Construction Phase. ENGINEER
shall perform or furnish, without waiting for specific
authorization from OWNER Additional Services of the
types listed in paragraphs 321 through 32.6, inclusive.
These services are not included as pan of Basic Services
except to the extent provided in Exhibit A. Required
Additional Services will be paid for by OWNER as
indicated in Section 6. ENGINEER shall advise OWNER
in venting promptly after starting any such Additional
Services.
321. Services in connection with Work Change Direc-
tives and Change Orders to reflect changes requested by
OWNER if, bemuse of the method of compensation
agreed upon by OWNER and ENGINEER the resulting
change in compensation for Basic Services is not com-
mensurate with the extent of the additional services
rendered.
3.2.2. Services in making revisions to Drawings and
Specifications ocsioned by the acceptance of substirute
materials or equipment other than "or equal° items: and
services after the award of the construction contract in
evaluating and determining the acceptability of a substi-
tution which is inappropriate for the Project or an exces-
sive number of substitutions.
32 Services resulting from significant delays, changes
or price increases occurring as a direct or indirect result of
materials, equipment or energy shortages.
32.4. Additional or extended services during construc-
tion made necessary by (I) work damaged by fire or ocher
Page 9 of 16 pages
muse during construction, (2) a significant amount of
defective, neglected or delayed work of Contractor. (3)
acceleration of the progress scheduie involving services
beyond normal working hours. or (4) default by Contrac-
tor,
32.5. Services (other than Basic Services during the
Operational Phase) in connection with any partial utilize-
, dor. of any part of the Project by OWNER prior to its
Substantial Completion.
32.6. Evaluating an unreasonable claim or an excessive
number of claims submitted by Contractor or others in
connection with the work.
SECTION 4— OWNER'S RESPONSIBILITIES
Except as otherwise provided in Exhibit A, OWNER
shall do the following in a timely manner so as not to
delay the services of ENGINEER and shall bear all costs
incident thereto:
4.1. Designate in writing a person to act as OWivER's
representative with respect to the services to be per-
formed or f by ENGINEER under this Agree-
ment. Such person will have complete authority to trans-
mit insiruetiors. receive information. interpret and define
OWNERSs polices and decisions with respect to ENGI-
NEER'S services for the Project.
4_7_ Provide all criteria and full information as to OWN-
ER's requirements for the Project. inciuding •design ob-
jectives and consuaina, space. capacity and performance
requirements. Sexfbility and expendability. and any bud-
getary limitations; and furnish copies of all design and
consauction standards which OWNER will require to be
included in the Drawings and Specifications,
4.3. Assist ENGINEER by placing at ENGINEER's
disposal all available information pertinent to the Project
including previous reports and any other data relative :o
' design or construction of the Project,
4.4. Furnish to ENGINEER. as requested by ENGI-
NEER for performance of Basic Services or as required
by the Contract Documents, the following:
4.4.1. data prepared by or services of others, including
without limitation explorations and tens of subsurface
condition a: or contiguous to the site, drawings of
physical conditions in or relating to existing surface or
subsurface strucrures at or contiguous to the site, or
hydrographic surveys:
4.4.2. the services of an independent testing labora-
tory to perform all inspections. tests and approvals of
samples. materials and equipment prior to and after
installation, or to evaluate the performance of materi-
als, equipment and facilities of OWNER prior to
specification, and during construction;
4.4.3. appropriate professional interpretations of all of
the foregoing;
4.4.4. environmental assessments, audits. investigations
and Impact statements, and other relevant environmen-
tal or cultural studies as to the Project, the site and
adjacent areas;
4.45. held surveys for design purposes and property,
boundary, easement, right -of -way topographic and util-
ity surveys or data. including relevant reference points:
4.4.6. property descriptions;
4.4.7. zoning, deed and other land use restrictions; and
4.4.8. other special data or consultations not covered
in Section 2.
OWNER shall he responsible for. and ENGINEER may
rely upon, the accuracy and completeness of all reports,
data and other information furnished pursuant to this
paragraph. ENGINEER may use such retorts, data and
information in performing. or furnishing. services under
this Agreement,
4.5. 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.
4.6. Arrange for acess to and make all provisions for
ENGINEER to enter upon public and private property as
required for ENGINEER to perform services under this
Agreement.
4.7, Examine all alternate solutions. studies. reports.
sketches. Drawings. Specifications. proposals and other
documents presented by ENGINEER (including obtain-
ing advice of an attorney, insurance counselor and other .
consultants as OWNER deerns appropriate with respect
to such examination) and render in writing decisions
pertaining thereto.
4 .8. Provide approvals and permits from all governmen- '
tal authorities having jurisdiction to approve the portions
of the Project designed or specified by ENGINEER and
such approvals and consents from others as may be
necr « for completion of such portions of the Project.
Page 10 of 16 paces
4.9. Provide, as may be required for the Project:
4.9.1. accounting, bond and financial advisory, inde-
pendent cost estimating and insurance counseling ser-
vices;
4.9.2. such legal services as OWNER may require or
ENGINEER may reasonably request with regard to
legal issues pertaining to the Project. including any that
may be raised by Contractor, and
4.93. such auditing services as OWNER may require
to ascertain how or for what purpose Contractor has
used the moneys paid on account of the Contract Price.
4.10. Provide such inspection or monitoring services by
an individual or entity other than ENGINEER as OWNER
may desire to verify
4.10.1. that Contractor is complying with any law, rule.
regulation. ordinance. code or order applicable to Con-
tractor's performing and furnishing the work: or
4.10.2. that Contractor is taking all necessary precau-
dons for safety of persons or property and complying
with any special provisions of the Contract Documeats
applicable to safety.
ENGLNEER does not undertake in this Agreement to
perform the services referred to in 4.10.1 and 4.10.2
above. The identity of any individual or entity em-
ployed to perform such services and the scope of such
services will be disclosed to ENGINEER.
4.11. Advise ENGINEER of the identity and scope of
services of any independent consultants employed by
Ol&N ER to perform or furn services in regard to the
Project, including, but not limited to, Consaocdon Man-
agement, Cost Estimating, Project Peer Review, Value
Engineering and Constructability Review. If OWNER
designates a person or entity other than. or it addition to,
ENGINEER to represent OWNER at the site, OWNER
shall define and set forth in an exhibit that is to be
mutually agreed upon and attached to and made a part of
this Agreement before such services begin. the dunes.
responsibilities and limitations of authority of such other
party and the relation thereof to the duties. responsfoili-
ties and authority of ENGINEER.
4.12. Poor to the commencement of the Construction
Phase. notify ENGINEER of any variations in the lan-
guage of the Notice of Acceptability of Work. or of any
notice or =Mb other than such Notice that ENGI-
NEER will be requested to provide to OWNER or third
parties in connection with the financing or completion of
the Project OWNER and ENGINEER shall reach agree-
ment on the terms of any such requested notice or
certification and OWNER shall authorize such Addi-
tional Services as are necessary to enable ENGINEER to
provide the notice or certification requested under this
paragraph.
4.13. If more than one prime contract is to be awarded
for work designed or specified by ENGINEER, designate
a person or entity to have authority and responsibility for
coordinating the activities among the various prime con-
tractors, and define and set forth the duties, responsibili-
ties and limitations of authority of such person or entity
and the relation thereof to the duties, responsibilities and
authority of ENGINEER in an exhibit that is to be
mutually agreed upon and attached to and made a part of
this Agreement before such services begin.
4.14. Furnish to ENGINEER data or estimated figures
as to OWNER'S anticipated costs for services to be
provided by others for OWNER (such as services pursu-
ant to paragraphs 4.4, 4.5 and 4.7 through 4.14, inclusive)
and other costs of the types referred to in paragraph 215
so that ENGINEER may make the ner calculations
to develop and periodically adjust ENGININEER's opinion
of Total Project Costs.
4,15, Attend the pre -bid conference, bid opening, pre -
construction conferences, construction progress and ocher
job related meetings and Substantial Completion and
final payment inspections.
4.16. Give prompt written notice to ENGINEER when -
ever OWNER observes or otherwise becomes aware of
any development that affects me scope or time of perfor•
mane or furnishing of ENGINEER'S services. or any
defect or nonconformance in ENGINEER'S services or in
the work of ar.y Contractor.
4.17. Furnish. or direct ENGINEER to provide, Addi-
tional Services as stipulated in paragraph 3.1 of this
Agreement or other services as required.
SECTION 5 —TIMES FOR RENDERING
SERVICES
5.1. ENGINEER'S services and compensation under this
Agreement have been agreed to in anticipation of the
orderly and continuous progress of the Project through
completion of the Consnttcaon Phase. unless specific peri-
ods of time or specific dates for providing services are
specified in this Ag; cement ENGINEER'S obligation to
render set sites hereunder will attend for a period which
may reasonably be required -for the design. award of con -
stuction contracts. construction and initial operadon of the
Project including extra work and required extensions thereto.
Page 11 of 16
5.2. If in this Agreement specific periods of tune for
rendering services are set forth or specidc dates by which
services are to be completed are provided and if such
periods of time or dates are changed through no fault of
ENGINEER. the rates and amounts of compensation
provided for herein shall be subject to equitable adjust-
ment. If OWNER has requested changes in the scope.
extent or character of the Project. the time of perfor-
mance of ENGINEER'S services shall be adjusted equi-
tably.
5.3. If OWNER fails to give prompt written authoriza-
tion to proceed with any phase of services after comple-
don of the immediately preceding phase, or if the Con -
struction Phase has not commenced within the stipulated
period identified in this Agreement (plus such additional
time as may be required to complete the services called
for under paragraph E7.25 of Exhibit E is a part of this
Agreement) after completion of the Final Design Phase
or does not proceed in an orderly and continuous pro-
gression, ENGLNEER may. after giving seven days' writ-
ten notice to OWNER. suspendser,•ices under this Agree-
ment.
5.4. If ENGINEERS services for design or during con -
strucdon of the Project are delayed or suspended in whole
or in part by OWNER:
5.4.1. for more than three months through no fault of
ENGINEER. ENG tNE£R shall be entitled to equita-
ble adjustment of rates and amounts of compensation
provided for elsewhere in this Agreement to reflect.
among other things reasonable costs incurred by EN-
GINEER in connexion with such delay or suspension
and reactivation and the fact that the time for perfor-
mance under this Agreement has been revised: or
5.4.2. for more than one year through no fault of
ENGINEER. or if EttrGLEER for any reason is
required to render Construction Phase services more
than one year after Substantial Completion is achieved.
the rates and amounts of compensation provided for
elsewhere in this Agreement will be subject to equitable
adjustment to reflect. among other things. changes in
the various elcnents that comprise such races of com-
pensation.
55. In the event that the work designed or specified by
ENGTEER s to be performed or furnished under more
than one prime contract or if ENGINEER's services are
to be separately sequenced with the work of cne or more
prime contractors (such as in the case of fast - tracking).
OWNER and ENGINEER snail. prior to commence-
ment of the Final Design Phase. develop a schedule for
perffortanrw of ENGINEER'S services during the Final
Design. Bidding or Negotiating and Construction Phases
pages
in order to sequence and coordinate properly such ser-
vices as are applicable to the work under such separate
prime contracts. This schedule is to be prepared and
included in Exhibit A whether or not the work under such
contracts is to proceed concurrently.
SECTION 6— PAYMENTS TO ENGINEER FOR
SERVICES AND REIMBURSABLE EXPENSES
6.1. Methods of Payment for Services and Expenses of
ENGINEER
6.1.1. For Basic Services. OWNER shall pay ENGI-
NEER for Basic Services performed or furnished under
Section 2 on the basis set forth in Exhibit B.
6.12. For Additional Services. OWNER shall pay EN-
GINEER for Additional Services performed or furnished
under Section 3 on the basis set forth in Exhibit B.
6.1.3. For Reimbursable Emenses In addition to pay-
ments provided for in paragraphs 6.1.1 and 6.12, OWNER
shall pay ENGINEER for Reimbursable Expenses in-
curred by ENGINEER and ENGINEER'S Consultants
as set forth in Exhibit B. The amount payable for Rcira-
bursable Exm rses will include a factor to the extent so
indicated in Exhibit B. .
62. Other Provisions Concerning Payments.
6.2.1. Preparation of Invoices Invoices for Basic and
Additional Services and Reimbursable Expenses will be
prepared in accordance with ENGINEER'S standard
invcidng practices and will be submitted to OWNER by
ENGINEER at least monthly. The amount billed for
Basic Services and Additional Services in each invoice
will be calculated on the basis sat forth in Exhibit B.
Invoices are due and payable on receipt.
6-22. Unvaid Invoice,. If OWNER fails to make any
payment due ENGINEER for services and expenses
within thirty days after receipt of ENGINEER'S invoice
therefor. the amounts due ENGINEER wail be increased
at the rate of 1.5% per month (or the maximu rate of
interest permitted by law, if less) from said thirtieth day,
and. in addition. ENGINEER may. after giving seven
days' written notice to OWNER, suspend services under
this Agreement until ENGINEER has been paid in full
ail amounts dux for services. expenses and charges. Pay-
ments will be credited first to interest and then to princi-
pal. In the event of a disputed or contested billing. only
that portion so contested may be withheld from payment.
and the undisputed portion will be paid.
Page 12 of 16 pages
62.3. Payments Upon Termination.
6.2.3.1. Termination by OWNER for Cause. In the
event of termination by OWNER for cause under
paragraph 5.1.1:
623.1.1. Upon the completion of any phase of
Basic Services, progress payments due ENGINEER
in accordance with this Agreement for all such ser-
vices performed or furnished by ENGINEER and
ENGINEERS Consultants through the completion
of such phase will constitute total payment for such
services. ENGINEER also will be paid for all unpaid
Additional Services and unpaid Reimbursable Ex-
penses.
6.2.3.1.2. During any phase of the Basic Services,
ENGINEER also wall be paid for such services
performed or furnished in accordance with this Agree-
ment by ENGINEER during that phase through the
date of termi Cation on the basis specified in Exhibit
B. ENGINEER also will be paid for the charges of
ENGINEER's Consultants employed to perform or
furnish Basic Services to the extent such services have
been perforated or furnished in accordance with this
Agreerent through the effective date of the termi-
nation. ENGINEER also will be paid for all unpaid
Additional Services aced unpaid Reimbursable Ex-
penses.
6Z ? Tenninatioa by OWNER for Convenience In
the event of termination by OWNER under paragraph
8.12:
6.232.1. Upon the completion of any phase of
Basic Services, progress paymentss due ENGINEER
in accordance with this Agreement for all such ser-
vices performed or furnished by ENGINEER and
ENGINEER's Consultants through the completion
of such phase will constitute total payment for such
services. ENGINEER also will be paid for all unpaid
Additional Services and unpaid Reimbursable Ex-
penses. and for termination expenses under subpara-
graph 62.323 below.
6_2_3.22. During any phase of Basic Services. EN-
GINEER also will be paid for such services per-
forated or furnished by ENGINEER during that
phase through the date of termination on the basis
specified in Exhibit B. In addition. ENGINEER
will be paid for the charges of ENGINEER's
Consultants employed to perform or furnish Basic
Services through the effective date of the termina-
tion. ENGINEER also will be paid for all unpaid
.Additional Services and unpaid Reimbursable Ex-
penses. and for termination expenses under sub-
paragraph 6.2.32.3 below.
6.2.3.23. In the event of termination by OWNER
for convenience during or at completion of any phase
of Basic Services. OWNER shall pay ENGINEER'S
reasonable expenses directly attributable to termina-
tion in accordance with rates applicable to the various
categories of Additional Services measured from the
date of termination, including other fair and reason-
able sums for overhead and profit. and costs of
terminating contracts with ENGINEER's Consult-
ants.
6.233. Termination By ENGINEER for Cause. In the
event of termination by ENGINEER for cause under
paragraph 8.1.1, ENGINEER shall be entitled to re-
ceive compensation calculated as set forth in paragraph
6232.
6.2.4. Records of ENGINEER's Costs. Records of EN-
GINEER's costs pertinent to ENGINEER'S compensa-
tion under this Agreement will be kept in accordance with
generally accepted accounting practices. Conies will be
made available to OWNER at cost on request prior to
final payment for ENGINEER's services.
SECTION 7— OPINIONS OF COST
71. Opinions of Probable Construction Cost.
ENGINEER's opinions of probable Construeion Cost
provided for herein are to be made on the basis of
ENGINEER'S experience and qualifications and repre-
sent ENGINEERS best judgment as an experienced and
qualified professional engineer generally familiar with the
construction industry. However. since ENGINEER has
no control over the cost of labor. materials. equipment or
services furnished by others, or over the Contractor's
methods of determining prices. or over competitive bid-
ding or market conditions. ENGINEER cannot and does
not guarantee that proposals, bids or actual Construction
Cost will not vary from opinions of probable Construction
Cost prepared by ENGIN R.IfOWNERwishesgreater
assurance as to probable Construction Cost. OWNER
shall employ an independent cost estimator as provided in
paragraph 4.9.1.
7.3. D airntcrg to Coast.,,,,c;,,,, C t Lima.
If a Construction Cost limit isestablishe.. cenOWNER
and ENGINEER. such • . . on Cost limit and a
statement of EN - ..R's rights and responsibilities
with rest — • ereto will be specificit set forth in Exhibit
7.3. Opinions of Total Project Costs.
ENGINEER assumes no rctpo:sibility for the accuracy
of opinions of Total Project Costs provided for in Section
2.
Page 13 of 16 pages
SECTION 8— GENERAL CONSIDERATIONS
8.1. Termination.
The obligation to provide further services under this
Agreement may be terminated:
8.1.1. For cause,
8.1.1.1. by either party upon thirty days' written notice
in the event of substantial failure by the other party to
perform in accordance with the terms hereof through
no fault of the terminating party. Notwithstanding the
foregoing, this Agreement will not terminate as a result
of such substantial failure if the party receiving such
notice begins. within seven days of receipt of such
notice. to correct its failure to perform and proceeds
diligently to care such failure within no more than thirry
' days of receipt thereof provided, however, that if and to
the extent such substantial failure cannot be reasonably
cured within such thirty -day period. and if such party
has diligeady attempted to cure the same and thereafter
continues diligently to cure the same. then the cure
period provided from herein shall extend up to. but in
no case more than. sixty days after the date of receipt of
the notice.
8.1.12. by ENGINEER:
8.1.1.2.1. upon seven days' written notice if ENGI-
iEER believes that ENGINEER is being requested
by OWNER to furnish or pe or nr services contrary
to ENGINEER's responstbi ities as a licensed design
professional: or
8.1.122 upon seven days' written notice if the
ENGNEERS services for design or during the con-
sr of the Project are delayed or suspended for
more than ninety days for reasons beyond ENGI-
NEER's control.
8.1.1.2.3. In the case of termination under this para-
graph 3.1.1.2. ENGINEER shall have no liability to
OWNER on account of such termination.
3.12 For convenience. by OWNER effective upon the
receipt of notice by ENGINEER.
8.2. Reuse of Documents.
All documents including Drawings and Specifications
provided or furnished by ENGI EER (cr ENGINEER's
Consultants) pursuant to this Agreement are instruments
of service in respect of the Project. and ENGINEER and
ENGINEER'S Consultants. as appwptiate. shall retain an
ownership and property interest therein (including the
right of reuse by and at the discretion of ENGINEER and
ENGINEER's Consultants. as appropriate) whether or
not the Project is completed. OWNER may make and
retain copies for information and reference in connection
with the use and occupancy of the Project by OWNER
and others; however, such documents are not intended or
represented to be suitable for reuse by OWNER or others
on extensions of the Project or on any other project Any
such reuse without written verification or adaptation by
ENGINEER and ENGINEER's Consultants, as appro-
priate, for the specific purpose intended will be at OWN -
ER's sole risk and without liability or legal exposure to
ENGINEER, or to ENGINEER's Consultants, and
OWNER shall indemnify and hold harmless ENGI-
NEER and ENGINEER's Consultants from all claims,
damages, losses and expenses including attorneys' fees
arising out of or resulting therefrom. Any such verifica-
tion or adaptation will entitle ENGINEER to further
compensation at rates to be agreed upon by OWNER and
ENGINEER.
8.3. Insurance.
83.1. ENGINEER shall procure and maintain insur-
ance as set forth in Exhibit F. "Insurance ", for protection
from claims under workers' compensation acts, claims for
damages because of bodily injury including personal
injury, sickness or disease or death of any and all employ-
ees or of any person other than such employees, and from
claims or damages because of injury to or destruction of
property including loss of use resulting therefrom. ENGI-
NEER shall list OWNER as an additional insured on
ENGLNE_ER's general liability insurance policy.
83.2. OW NER shall lisZENGINEER and ENGLNEER's
Consultants as additional insureds on any general liability
or property insurance policies carried by OWNER which
are applicable to the Project. OWNER shall require
Contractor to purchase and maintain general liability and
other insurance as specified in the Contract Documents
and to list ENGINEER and ENGI24EER's Consultants
as additional insureds with respect to such liability, prop-
erty and other insurance purchased and maintained by
Contractor. All policies of property insurance shall con.
ten provisions to the effect that ENGINEER's and
ENGINEER's Consultants' interests are covered and
that in the event of payment of any loss or damage the
irsurers will have no rights of recovery against any of the
insured or additional insureds thereunder.
3.3.3. At any time OWNER may request that ENGI-
NEER, at OWNER'S sole expense. provide additional
insurance coverage. different limits or revised deductibles
in excess of those specified in Exhibit F. If so requested by
Page 14 of 16 pages
OWNER, and if commercially available, ENGINEER
shall obtain and shall require ENGINEER's Consultants
to obtain such additional insurance coverage, different
limits or revised deductibles, for such periods of time as
requested by OWNER. at OWNER's sole expense, and
Exhibit F wilt be supplemented to incorporate these
requirements.
8.4.. Controlling .Law.
This Agreement is to be governed by the law of the
principal place of business of ENGINEER
8S. Successors and Assigns.
83.1. OWNER and ENGINEER each is hereby bound
and the partners, successors, executors, administrators
and legal representatives of OWNER and ENGINEER
(and to the extent permitted by paragraph 852 the
assigns of OWNER and ENGINEER) are hereby bound
to the other party to this Agreement and to the partners.
successors. executors, administrators and legal represen-
tatives (and said assigns) of such other parry, in respect of
all covenants. agreements and obligations of this Agree-
ment
85.2. Neither OWNER nor ENGINEER may assign.
sublet or transfer any rights under or interest (including,
but without limitation moneys that may become due or
moneys that are due) in this Agreement without the
written consent of the other. except to the extent that any
assignment, subletting or transfer is mandated by law or
the effect of this limitation may be restricted by law.
Cinl s specifically stated to the contrary in any written
consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility
under this Agreement
8.53. Unless expressly provided otherwise in this Agree-
ment:
853.1. Nothing in this Agreement shall be construed
to create, impose or give rise to any duty owed by
ENGINEER to any Contractor, Subcontractor, Sup-
plier, other person or entity. or to any surety for or
employee of any of them. or give any rights in or
benefits under this Agreement to anyone other than
OWNER and ENGINEER.
8.532. All dudes and responsibilities undertaken pur-
suant to this Agreement will be for the sole and
' exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. The OWNER agrees
that the substance of the provisions of this paragraph
shall appear in the Contract Documents.
8.6. Dispute Resolution.
If and to me extent that OWNER and ENGINEER have
agreed on a method and procedure for resolving disputes
between them arising out of or relating to this Agree-
ment such dispute resolution method and procedure. if
any, is set forth in Exhibit G, "Dispute Resolution."
OWNER and ENGINEER agree to negotiate in good
faith for a period of thirty days from the date of notice of
all disputes between them prior to exercising their rights
under Exhibit G or other provisions of this Agreement, or
under law. .
8.7. Allocation of Risks — Indemnification.
8.7.1. To the fullest extent permitted by law, ENGI-
NEER shall indemnify and hold harmless OWNER,
OWNER's officers, directors, partners, employees and
agents from and against any and all claims, costs, losses
and damages (including but not limited to all fees and
charges of engneers, architects, attorneys and other pro-
fessionals and all court or arbitration or other dispute
resolution costs) caused solely by the negligent acts or
omissions of ENGINEER or ENGINEER's officers, di-
rectors, partrers, employees, agents and ENGINEER's
Consultants in the performance and furnishing of ENGI-
NEER's services under this Agreement. The indemnifi-
cation provision of the preceding sentence is subject to
and limited by the provisions agreed to by OWNER and
ENGINEER in Exhibit H, "Allocation of Risks", if any.
8.7.2. To the fullest extent permitted by law, OWNER
shall indemnify and hold harmless ENGINEER, ENGI-
NEER's officers, directors. partners. employees and agents
and ENGINEER'S Consultants from and against any and
. all claims, costs, losses and damages (including but not
limited to all fees and charges of engineers, architects,
attorneys and other professionals and all court or arbitra-
tion or other dispute resolution costs) caused solely by the
negligent acts or omissions of OWNER or OWNER's
officers. directors. partners. employees, agents and OWN -
ER's consultants with respect to this Agreement or the
Project.
8.7.3. In addition to the indemnity provided under para-
graph 8.7.2 of this Agreement, and to the fullest extent
permitted by law, OWNER shall indemnify and hold
harmless ENGINEER and its officers. directors, partners,
employees, and agents and ENGINEER'S Consultants
from and against all claims, costs, losses. and damages
(including but not limited to ail fees and charges of
engineers, architects, attorneys and other professionals
and ail court or arbitration or other dispute resolution
costs) caused by, arising out of or relating to the presence,
discharge. release. or escape of Asbestos, PCBs. Petro-
leum. Hazardous Waste. or Radioactive Material at. on.
under or from the Project site.
8.8. Notices.
Any notice required under this Agreement will be in
writing, addressed to the appropriate party at the address
which appears on the signature page to this Agreement
8.10. Severability.
Any provision or part of the Agreement held to be void or
• = unenforceable under any law or regulation shall be deemed
stricken, and all remaining provisions shall continue to be
valid and binding upon OWNER and ENGINEER, who
agree that the Agreement shall be reformed to replace such
stricken provision or part thereof with a valid and enforce-
, able provision that comes as close as possible to expressing
the intention of the stricken provision.
Page 15 of 16 pages
(as modified in writing from time to time by such party)
and given personally, -by registered or certified mail,
retum receipt requested, by facsimile, or by a nationally
recognized overnight courier service. All notices shall be
effective upon the date of receipt.
8.9. Survival
All express representations, indemnifications or limita-
tions of liability made in or gven in this Agreement will
survive the completion of all services of ENGINEER
under this Agreement or the termination of this Agree-
ment for any reason.
SECTION 9— EXHIBITS AND SPECIAL
' PROVISIONS
9.1. This Agreement is subject to the provisions of the
following Exhioits which are attached to and made a part
of the Agreement:
9.1.1. Exhibit A, "Further Description of Basic Engi-
neering Services and Related Matters", consisting of
5 pages. '
9.1.2. Exhibit B. `Payments to Engineer for Services
and Reimbursable Expenses ", consisting of 6 pages.
9.13. Exhibit C. "Duties. Responsibilities and Limita-
tions of Authority of Resident Project Representative ",
consisting of 3 pages.
9.1.4. Exhibit D, `Notice of Acceptability of Work ",
consisting of pages.
9.1.5. Exhibit E, "State and Federal
'Statutes ", consisting. of 1 pages
9.1.6. Exhibit F. "Insurance ", consisting of 3 pages.
9.1.7. Exhibit G, - Dispute Resolution ", consisting of
pages.
9.1.3. Exhibit 11, "Allocation of Risks ", consisting of
pages.
9.1.9. E.1■iLit I, "S _iul P 4 iece= -eertetin --eb
9.2. This Agreement (consisting of pages 1 to 16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above
written.
Address for giving notices:
221 E. Main Street
Round Rock, TX 78664
Page 16 of 16 pages
inclusive and the Exhibits identified above) constitutes
the entire agreement between OWNER and ENGI-
NEER and supersedes all prior written or oral under-
standings. This Agreement may only be amended, sup-
, plemented, modified or cancelled by a duly executed
written instrument
ENGINEER: BURY PITIMAN, INC.
l e
By.
Title: v cc. 9 r i,a -t
Address for giving notices:
3345 Bee Cave Road, Suite 200
Austin, Texas 78746
SECTION A2 —BASIC SERVICES OF ENGINEER
SUGGESTED FORMAT
(for use with 1910 -1, 1992 Edition)
Further Description of Basic Engineering Services and Related Matters
Tnis is EXHIBIT A, consisting of _ pages, referred to
in the Agreement between OWNER and ENGINEER
for Professional Services, dated 19 94
Initial:
OWNER
ENGINEER
Sections 2, 3, 4 and 5 of the Agreement are amended and supplemented and the time periods for the performance
of the Basic Services as indicated in Section 5 of the Agreement are established, all as indicated below:
A2.0. General.
The Basic Services are premised on the following general scope of professional services:
a) 2.1 Study and Report Phase is hereby deleted.
b) 2.2 Except for the drainage study to be performed, the Preliminary Design
Phase is hereby deleted.
c) 2.6 Operational Phase is hereby deleted.
d) Work covered by this agreement is defined by Items 1 -5 as shown on
Page 1 of 3 of the attached Exhibit Al EXCEPT as Exhibit Al was
revised by items specified in the attached Exhibit A2.
Page 1 of ? pages
(Exhibit A —Basic Services and Related Matters)
EXHIBIT Al
EXHIBIT A
PERFORMANCE STATEMENT
the city of Round Rock
Contractor shall carry out the following activities in the target area(s) identified on the map in its
1993 Economic Development application:
ProiectDescriotion
The purpose of this Economic Development project is to provide infrastructure improvements in
the form of water lines. sewer lines, gas lines, drainage and street construction in support of Dell
Computer Corporation (Dell) (hereinafter referred to as the Company). The infrastructure im-
provements will allow the Company to expand its operations into the city of Round Rock. The
Company manufactures, sells and distributes personal computers.
Finan Infor mati o n
Contractor shall inject Twenty - one Thousand Three Hundred Seventy - five and No /100 Dollars
($21,375) of contract funds to carry out acquisition of infrastructure related real property, easements
and /or rights -of -way in compliance with the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970 (42 U.S.C. Sec. 4601 et.seq.) and HUD implementing regulations (49
C.F.R. Part 24). Contractor shall acknowledge the net equity value in the site owned by the Company
as Two Hundred Fifty -six Thousand Nine Hundred Thirty and No /100 Dollars ($256,930). The site,
identified in the application, is where the Company will construct their proposed two story office
building. The cost of building construction is not a part of this phase of the project.
Contractor shall inject One Million Three Hundred Eighteen Thousand Eight Hundred Twenty -eight
and No /100 Dollars (61,318,828) of contract funds to provide the following infrastructure
improvements.
1. Four Hundred Ninety -nine Thousand Four Hundred Thirty -seven and No /100 Dollars
($499,437) to construct approximately one thousand nine hundred (1,900) linear feet of sixty (60)
foot width asphalt roadway beginning at the end of the existing Williamson Drive and proceeding
southeastward to Greenlawn Boulevard; curb and gutter; new light poles. fixtures and wiring;
storm drains; one thousand two hundred seventy -five (1,275) linear feet of trench safety; one
thousand five hundred seventy -five (1,575) linear feet of drainage reinforced concrete pipe;
striping: sedimentation and erosion control costs. Various intersection improvements at
Williamson Drive and Greenlawn Boulevard to include: eight hundred twenty (820) linear feet of
curb and gutter removal; asphalt removal; construction of one thousand three hundred seventy
(1,370) linear feet of curb and gutter; temporary traffic control; utility pole location; striping;
sedimentation and erosion control costs.
2. Five Hundred Forty -five Thousand Four Hundred Twenty -five and No /100 Dollars
($545,425) to construct an off -site drainage channel beginning east of the project site to just
south of Gattis School Road. This drainage channel will be both earthen and concrete lined and
includes a culvert at Hampton Lane.
3. One Hundred Seventy - six Thousand Five Hundred Seventy -seven and No /100 Dollars
($176,577) to construct/install apprcximately eight hundred seventy -eight (878) linear feet of
sixteen (16) inch water line; eighty -five (85) linear feet of sixteen (16) inch bore and casing; five
hundred forty -eight (548) linear feet of twelve (12) inch water line; eighty (80) linear feet of six
(6) Inch water line; related gate and butterfly valves; three (3) fire hydrants on the north side of
Williamson Drive; two thousand five hundred fifty -one (2,551) linear feet of trench safety; related
Page 1 of 3
fittings; and sedimentation and erosion control costs. The proposed line begins at the end
of the existing end of Williamson Drive and proceeds along the proposed Williamson
[)rive extension to the intersection with Greenlawn Boulevard. It also includes a fire
protection line from the southeast end of the Williamson Drive extension to the southeast
corner of the proposed building and a Potable water supply line from the northwest end of
the Williamson Drive extension to the northwest comer of the proposed building.
4. Sixty -six Thousand Three Hundred Nine and No /100 Dollars ($66,309) to
construct/install approximately one thousand five hundred sixty -three (1,563) linear
feet of eight (8) inch gravity sewer line; seven (7) manholes; one thousand five hundred
sixty -three (1,563) linear feet of trench safety: twenty -five (25) square yards of
pavement repair; and sedimentation and erosion control costs. The proposed line begins
south of the end of the existing Williamson Drive and proceeds eastward to and then along
the proposed Williamson Drive extension to a point three hundred (300) linear feet south
of the north property line. Then the line proceeds eastward across the Project Site to the
northwest corner of the proposed building.
5. Thirty-one Thousand Eighty and No /100 Dollars ($31,080) to construct/nstall
approximately one thousand five hundred (1,500) linear feet of four (4) Inch gas line;
three hundred sixty -five (365) linear feet of two (2) inch gas line fittings; and
sedimentation and erosion control costs. This fine begins at the intersection of the
northeast corner of the project site and Greenlawn Boulevard and proceeds south along
Greenlawn to the Williamson Drive extension; then west on Williamson Drive to a point
even with the southeast corner of the proposed building; then proceeding northward onto
the project site to the southeast corner of the proposed building.
Contractor shall inject Three Hundred Forty -Six Thousand and No /100 Dollars ($346,000)
of Contractor's funds to complete the project.
Contractor shall ensure that the Company injects Eight Million Six Hundred Seventy-nine
Thousand Four Hundred Fourteen and No /100 Dollars ($8,679,414) in cash for this project as
follows: Four Hundred Eighteen Thousand Nine Hundred Nineteen and No /100 Dollars
($418,919) for the purchase of machinery and equipment and Eight Million Two Hundred Sixty
Thousand Four Hundred Ninety-five and No /100 Dollars ($8,260,495) for working capital
salary expenses.
Contractor shall provide to Department, upon request, evidence that project funds, both
private and contract, were expended as specified in this EXHIBIT A and in EXHIBIT B of this
contract.
Engineering
Contractor shall inject a total of One Hundred Twenty-one Thousand Three Hundred Ninety -
three and No /100 Dollars ($121,393) of contract funds to pay for eligible project - related
engineering services, as follows: Eighty -seven Thousand One Hundred Thirteen and No /I00
Dollars ($87,113) to pay for eligible basic engineering services and Thirty-four Thousand
Two Hundred Eighty and No /100 Dollars ($34,280) to pay for eligible special engineering
services, including preliminary and final design plans and specifications, interim and final
inspections.
Administration
Contractor shall inject Fifty Thousand and No /I00 Dollars ($50,000) of contract funds to
carry out project administration activities, including the cost associated with the required
program fiscal and compliance audit.
Page 2 of 3
Project p ut
x.111 AULA ,W',4
IJuuai
As a result of this project, Contractor shall ensure that the Company creates three hundred thirty
(330) full -time equivalent permanent jobs of which one hundred sixty -nine (169) shall be "provided to
low and moderate income persons prior to the expiration date of this contract. In the event more than
three hundred thirty (330) permanent jobs are created, Contractor shall ensure that at (east fifty -one
percent (51 %) of all jobs created, during the contract period, are provided to low and moderate income
persons. A low income person is defined in the TCDP Project Implementation Manual
referenced in Section 16. As referenced in the Special Conditions, Section 22, C, 2 (page 11) the city
must enter into a separate agreement with the Company whereby by the Company agrees not to
reduce the number of full -time employees, in the city of Austin, below the December 13th, 1993 level
of 3,796, during the term of this contract including extensions.
Contractor shall ensure that any business that utilizes any of the infrastructure improvements
being constructed with funds provided under this contract, in whole or in part, executes a written
contract with Contractor committing to provide at least fifty -one percent (51 %) of all of the creat-
ed /retained jobs to low and moderate income individuals for a three (3) year period beginning upon
• completion of the proposed infrastructure improvements. Contractor shall submit to Department no
later than the twentieth (20th/ day of the month after the end of each calendar quarter of the contract
period, specified in Section 2. a Quarterly Connection Report in a format prescribed by Department.
Page 3 of 3
NOTE:
EXHIBIT A2
EXHIBIT F
The following changes have been made to the infrastructure estimates since the original pre- application
was submitted:
Engineering and Surveying - Reduced to reflect only the engineering and surveying costs associated with
the infrastructure to be provided by the TCF.
Waterline A - Reduced to remove the 12 -inch and 6 -inch lines as well as the fire hydrants. These items
will still be constructed. but they will not be paid for by the TCF. The estimate has also been revised to
reflect an additional 80 LF of trench safety that the engineers and the City of Round Rock have
determined will be required.
Waterline B -Reduced to remove the 12 -inch line and 1 fire hydrant. These items will still be
constructed, but they will not be paid for by the TCF. The 6 -inch line has not been changed because it
will be used for the fire hydrants to be provided by the TCF. A map identifying the two fire hydrants to be
provided by the TCF is located behind the estimate for \Vaterline B. The estimate has also been revised to
reflect a reduction in the amount of trench safety (76 LF) that the engineers and the City of Round Rock
have determined will be required.
Waterline K - Reduced to reflect only the costs for the lines to the building and the fire hydrant located
on one of these lines. The line around the building and the remaining fire hydrants will still be
constructed. but they will not be provided by the TCF. .A map showing the lines and the hydrant to be
provided by TCF is located behind the estimate for Waterline K.
Wastewater Line A - Revised to reflect the changes in alignment for this line. This line is being
realigned to avoid cutting 300 feet of an existing street. A map showing the new alignment is located
behind the estimate for Wastewater Line A.
Wastewater Line D - Reduced to reflect the fact that this line has been shortened. Amap showing the
shortened line is located behind the estimate for Wastewater Line D.
Roadway A - No change.
Roadway C - No change.
Drainage Line A - No change in cost. A map showing the location of the line is located behind the
estimate for Drainage Line A.
Gas Line - Reduced to reflect the change in the location of this line. A map showing the new location is
located behind the estimate for the gas line.
Payments to ENGINEER for Services and Reimbursable Expenses
Section 6 of the Agreement is amended and supplemented to include the following agreement of the parties:
Lump Sum Method of Payment
(with additional payments on a Salary Costs basis for
Resident Project Representative and Operational Phase Services
and additional payments for Reimbursable Expenses)
in the amount shown on Exhibit B1 to be paid in
accordance with the schedule shown in Exhibit B2.
SECTION B6 PAYMENTS TO ENGINEER GINEER for Additional Services as follows:
86.1. Methods of Payment for Services and Expenses
of ENGINEER.
B6.1.1. For Basic Services. OWNER shall pay ENGI-
NEER for Basic Services as follows:
B6.1.1.1. General. A lump sum fee of $121, 393
for all services of ENGINEER (except for services of
ENGINEER's Resident Project Representative performed
or furnished under paragraph 2.5.2.1 and Operational
Phase services performed or famished under paragraph
2.6) including services of ENGINEER's Consultants.
B6.1.1.2. Resident Project Representative Services. For
services of ENGINEER's Resident Project Representa-
tive performed or furnished under paragraph 2 .52.1, an
amount equal to ENGINEER's Salary Costs times a
factor of for services performed or furnished by
principals and employees engaged directly in resident
Project representation.
Phase s
2.6. an amount e
times a factor of _ for
coshed by principals and employees eng
the Project.
SUGGESTED FORMAT
(for use with No. 1910 -1, 1992 Edition)
•
erformed or furnished under paragraph
ENGINEER's Salary Costs
s performed or fur- '
reedy on
B6.1.2. For Additional Services. OWNER shall pay EN-
This is EXHIBIT B, consisting of _ pages, referred to in
the Agreement between OWNER and ENGINEER for
Professional Services, dated ,1994
Page 1 of _ pages
(Exhibit B —Lump Sum Method)
Initial:
OWNER i
ENGINEER
B6.1.2.1. General. For services of ENGINEER's prin-
cipals and employees engaged directly on the Project
performed or furnished pursuant to paragraph 3.1 or
3.2 (except services as a consultant or witness under
paragraph 3.1.17), an amount equal to ENGINEER's
Seiary£oststimes-a- factor of Standard Hourly Rate
B6.122. ENGINEER's Consultants. For services of
ENGINEER's Consultants performed or furnished pur-
suant to paragraph 3.1 or 3.2. the amount billed to
ENGINEER therefor times a factor of 1.10
Con tr. If any contract for work designed or specified
by ENG t ` ER for the Project contains cost -plus or
incentive saving • ovisions for Contractor's basic com-
pensation, an additio ' lump sum fee of S
for each such contract for : .c Services under B6.1.1.1
and on the basis indicated in ' ..1.12 and B6.1.13
except that the factors in B6.1.1.2 an. = ..1.1.3 shall be:
B611'
B6.1.2.4. Several Prime Contracts. If more than one
separate prime contract is awarded for work designed
or specified by ENGINEER for the Project, an addi
nodal lump sum fee of 5 10,000
for each such additional prime contract for Basic Ser-
vices under B6.1.1.1 and on the basis indicated in
B6.1.12 and B6.1.1.3 except that the factors in B6.1.12
and B6.1.1.3 shall be:
B611.2
B6.1.13
B6.125. Serving as a Witness. For services performed
by ENGINEER's principals and employees as consult-
ants or witnesses in any litigation, arbitration or other
legal or administrative proceeding under paragraph
3.1.17, at the rate of $ 1,500 per day or any
portion thereof (but compensation for time spent in
preparing to appear in any such litigation, arbitration or
proceeding will be on the basis provided in paragraph
B6.12.1). Compensation for ENGINEER's Consult-
ants for such services will be on the basis provided in
paragraph B6.12.2.
B6.1.3. For Reimbursable Expenses. OWNER shall pay
ENGINEER for Reimbursable Expenses such as:
N/A for Basic Services
The amount payable to ENGINEER for Reimbursable
Expenses will be the charge actually incurred or the
imputed cost allocated by ENGINEER therefor times a
factor of 1.10
B6.1.4. Salary Costs. Salary Costs means salaries and
wages (basic, premium and incentive) paid to personnel
plus the cost of customary and statutory benefits includ-
ing, but not limited to, social security contributions,
unemployment. excise and payroll taxes. workers' com-
pensation, health and retirement benefits, bonuses. sick
N/A
$
[The remainder of this page was left blank intentionally.]
Psse 2 of _ pages
(Exhibit B —Lump Sum Method)
leave, vacation and holiday pay applicable thereto.
The principals of ENGINEER and the imputed current
hourly Salary Costs of such principals are as follows:
Imputed Hourly
Principal (name and title) Salary Costs
$
B6.1.5. Adjustment of Salary Costs. The Salary Costs
and the factor applied to Salary Costs in determining
compensation payable to ENGINEER will be adjusted
annually and equitably to reflect changes in the various
elements that comprise such Salary Costs and factor. All
such adjustments will be in accordance with generally
accepted accounting practices as applied on a consistent
basis by ENGINEER and consistent with ENGINEER's
overall compensation practices and procedures.
B6.2. Other Provisions Concerning Payments.
B62.1. Preparation of Invoices. The portion of the amount
billed for ENGINEER's services which is on account of .
the Lump Sum will be based upon ENGINEER's esti-
mate of the proportion of the total services actually
completed at the time of billing. The portion related to
services rendered on a Salary Costs basis will be billed
based on the Salary Costs (multiplied by a factor, if any, as
stated above) incurred at the time of billing.
B6.2.3. Payments Upon Termination.
B6.2.3.4. In the event of termination during any phase
of the Basic Services. ENGINEER will be paid for
services performed or furnished in accordance with this
Agreement during that phase on the basis of ENGI-
NEER's Salary Costs times a factor of 3 . 5 for
services performed or furnished during that phase to
date of termination by ENGINEER's principals and
employees engaged directly on the Project.
EXHIBIT B1
EXHIBIT A
PERFORMANCE STATEMENT
the city of Round Rock
Contractor shall carry out the following activities in the target area(s) identified on the map in its
1993 Economic Development application:
Pro lgs D_ eAgizinn
The purpose of this Economic Development project is to provide infrastructure improvements in
the form of water lines, sewer lines. gas lines, drainage and street construction in support of Dell
Computer Corporation (Dell) (hereinafter referred to as the Company). The infrastructure im-
provements will allow the Company to expand its operations into the city of Round Rock. The
Company manufactures, sells and distributes personal computers.
Financial Information
Contractor shall inject Twenty -one Thousand Three Hundred Seventy -five and No /100 Dollars
($21,375) of contract funds to carry out acquisition of infrastructure related real property, easements
and /or rights -of -way in compliance with the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970 (42 U.S.C. Sec.4601 et.seq.) and HUD implementing regulations (49
C.F.R. Part 24). Contractor shall acknowledge the net equity value in the site owned by the Company
as Two Hundred Fifty -six Thousand Nine Hundred Thirty and No /100 Dollars ($256,930). The site,
identified in the application, is where the Company will construct their proposed two story office
building. The cost of building construction is not a part of this phase of the project.
Contractor shall inject One Million Three Hundred Eighteen Thousand Eight Hundred Twenty -eight
and No /100 Dopers ($1,318,828) of contract funds to provide the following infrastructure
improvements.
1. Four Hundred Ninety -nine Thousand Four Hundred Thirty -seven and No /100 Dollars
($ to construct approximately one thousand nine hundred (1,900( linear feet of sixty (60)
foot width asphalt roadway beginning at the end of the existing Williamson Drive and proceeding
southeastward to Greenlawn Boulevard; curb and gutter; new light poles, fixtures and wiring;
storm drains; one thousand two hundred seventy -five (1,275) linear feet of trench safety; one
thousand five hundred seventy -five (1,575) linear feet of drainage reinforced concrete pipe;
stripina: sedimentation and erosion control costs. Various intersection improvements at
Williamson Drive and Green /awn Boulevard to include: eight hundred twenty (820) linear feet of
curb and gutter removal; asphalt removal; construction of one thousand three hundred seventy
(1,370) linear feet of curb and gutter; temporary traffic control; utility pole location; striping;
sedimentation and erosion control costs.
2. Five Hundred Forty -five Thousand Four Hundred Twenty -five and No /100 Dollars
($545,425) to construct an off -site drainage channel beginning east of the project site to just
south of Gattis School Road. This drainage channel will be both earthen and concrete lined and
includes a culvert at Hampton Lane.
3. One Hundred Seventy -six Thousand Five Hundred Seventy -seven and No /100 Dollars
($176,5771 to construct/install approximately eight hundred seventy -eight (878) linear feet of
sixteen (16) inch water line; eighty -five (85) linear feet of sixteen (161 inch bore and casing; five
hundred forty -eight (548) linear feet of twelve (12) inch water line; eighty (80) linear feet of six
(6) inch water Tine; related gate and butterfly valves; three 13) fire hydrants an the north side of
Williamson Drive; two thousand five hundred fifty -one (2,551) linear feet of trench safety; related
Page 1 of 3
fittings; and sedimentation and erosion control costs. The proposed line begins at the end
of the existing end of Williamson Drive and proceeds along the proposed Williamson
Drive extension to the intersection with Greenlawn Boulevard. It also includes a fire
protection line from the southeast end of the Williamson Drive extension to the southeast
corner of the proposed building and a Potable water supply line from the northwest end of
the Williamson Drive extension to the northwest corner of the proposed building.
4. Sixty -six Thousand Three Hundred Nine and No /100 Dollars ($66,309) to
construct/install approximately one thousand five hundred sixty -three (1,563) linear
feet of eight (8) inch gravity sewer line; seven (7) manholes; one thousand five hundred
sixty -three (1,563) linear feet of trench safety: twenty-five (25) square yards of
pavement repair; and sedimentation and erosion control costs. The proposed line begins
south of the end of the existing Williamson Drive and proceeds eastward to and then along
the proposed Williamson Drive extension to a point three hundred (300) linear feet south
of the north property line. Then the line proceeds eastward across the Project Site to the
northwest corner of the proposed building.
5. Thirty -one Thousand Eighty and No /100 Dollars ($31,080) to construct/nstall
approximately one thousand five hundred (1,500) linear feet of four (4) inch gas line;
three hundred sixty -five (365) linear feet of two (2) inch gas line fittings; and
sedimentation and erosion control costs. This fine begins at the intersection of the
northeast corner of the project site and Greenlawn Boulevard and proceeds south along
Green lawn to the Williamson Drive extension; then west on Williamson Drive to a point
even with the southeast corner of the proposed building; then proceeding northward onto
the project site to the southeast corner of the proposed building.
Contractor shall inject Three Hundred Forty-Six Thousand and No /100 Dollars ($346,000)
of Contractors funds to complete the project.
Contractor shall ensure that the Company injects Eight Million Six Hundred Seventy
Thousand Four Hundred Fourteen and No /100 Dollars ($8,679,414) In cash for this project as
follows: Four Hundred Eighteen Thousand Nine Hundred Nineteen and No /100 Dollars
($418,919) for the purchase of machinery and equipment and Eight Million Two Hundred Sixty
Thousand Four Hundred Ninety-five and No /100 Dollars ($8,260,495) for working capital
salary expenses.
Contractor shall provide to Department, upon request, evidence that project funds, both
private and contract, were expended as specified in this EXHIBIT A and in EXHIBIT B of this
contract.
Engineering
Administration
Page 2 of 3
■
Contractor shall inject a total of One Hundred Twenty-one Thousand Three Hundred Ninety -
three and No /100 Dollars ($121,393) of contract funds to pay for eligible project - related
engineering services, as follows: Eighty -seven Thousand One Hundred Thirteen and No /100
Dollars ($87,113) to pay for eligible basic engineering services and Thirty-four Thousand
Two Hundred Eighty and No /100 Dollars ($34,280) to pay for eligible special engineering
services, including preliminary and final design plans and specifications, interim and final
inspections.
Contractor shall inject Fifty Thousand and No /100 Dollars ($50,000) of contract funds to
carry out project administration activities, including the cost associated with the required
program fiscal and compliance audit.
Proieci Qutcomea
Page 3 of 3
W]Ouo,00
. As a result of this project, Contractor shall ensure that the Company creates three hundred thirty
(330) full -time equivalent permanent jobs of which one hundred sixty-nine (169) shall be'provided to
low and moderate income persons prior to the expiration date of this contract. In the event more than
three hundred thirty (330) permanent jobs are created, Contractor shall ensure that at least fifty -one
percent (51 %) of all jobs created, during the contract period, are provided to low and moderate income
persons. A low -to- moderate income person is defined in the TCDP Project Implementation Manual
referenced in Section 16. As referenced in the Special Conditions, Section 22, C, 2 (page 111 the city
must enter into a separate agreement with the Company whereby by the Company agrees not to
reduce the number of full -time employees, in the city of Austin, below the December 13th, 1993 level
of 3,796, during the term of this contract including extensions.
Contractor shall ensure that any business that utilizes any of the infrastructure improvements
being constructed with funds provided under this contract, in whole or in part, executes a written
contract with Contractor committing to provide at least fifty -one percent (51 %) of all of the creat-
ed /retained jobs to low and moderate income individuals for a three (3) year period beginning upon
completion of the proposed infrastructure improvements. Contractor shall submit to Department no
later than the twentieth (20th) day of the month after the end of each calendar quarter of the contract
period. specified in Section 2. a Quarterly Connection Report in a format prescribed by Department.
B5.1.1.2 Basic Services
f:EXHIB- B2.FRMUwp np-rfq
EXHIBIT ,B2
1.) Preparation of Preliminary Design
and Cost Estimates i $5,000
2.) Preparation of Final Plans, Specifications
& Contract Documents for:
a) Williamson Dr. Extension &
Intersection Improvements $45,000
b) Off -Site Drainage Improvements $21,000
c) Water Line Improvements $12,000
d) Wastewater Line Improvements $6,000
e) Gas Line Improvements $3,000
3.) Bidding Phase Services $2,000
4.) Construction Contract Administration $10,000
5.) Design Surveying Services $16,000
6.) Reproduction, Miscellaneous Expenses $1.393
TOTAL FEES $121,393
B5.2 Other Provisions Concerning Payments
B5.2.1. Preparation of Invoices. The portion of the amount billed for ENGINEER's
services which is on account of the Lump Sum will be based upon ENGINEER's estimate of the
proportion of the total services actually completed at the time of billing.
Duties, Responsibilities and Limitations of Authority
of Resident Project Representative
A. General
SUGGESTED FORMAT
(for use with No. 1910 - 1, 1992 Edition)
This is EXHIBIT C, consisting of 3 pages, referred to in
the Agreement between OWNER and ENGINEER for
Professional Services, dated 19 94
Page 1 of 3 pages
(Exhibit C — Resident Project Representative)
Initial:
OWNER �e
ENGINEER --
ENGINEER shall furnish a Resident Project Representative ( "RPR "), assistants and other field staff to assist
ENGINEER in observing progress and quality of the work of Contractor.
Through more extensive on -site observations of the work in progress and field checks of materials and equipment by
the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and
deficiencies in the work of Contractor. However, 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 selected
by Contractor, for safety precautions and programs incident to the work of Contractor, for any failure of Contractor to
comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's performing and furnishing the
work, or responsibility of construction for Contractor's failure to furnish and perform the Work in accordance with the
Contract Documents. In particular, the specific limitations set forth in paragraph 2.5 of the Agreement are applicable.
The duties and responsibilities of the RPR are limited to those of ENGINEER in ENGINEER's agreement with the
OWNER and in the construction Contract Documents, and are further limited and described as follows:
RPR is ENGINEER's agent at the site, will act as directed by and under the supervision of ENGINEER, and will
confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on -site work shall in
general be with ENGINEER and Contractor. keeping OWNER advised as necessary. RPR's dealings with subcontractors
shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with
OWNER with the knowledge of and under the direction of ENGINEER.
B. Duties and Responsibilities of RPR
I. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and scheduie of values prepared
by Contractor and consult with ENGINEER concerning acceptability.
2. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress
meetings, job conferences and other project- related meetings, and prepare and circulate copies of minutes thereof.
3. Liaison:
a. Serve as ENGINEER's liaison with Contractor, working principally through Contractor's superintendent and
assist in understanding the intent of Contract Documents; and assist ENGINEER in serving as OWNER's
liaison with Contractor when Contractor's operations affect OWNER's on -site operations.
b. Assist in obtaining from OWNER additional details or information, when required for proper execution of the
Work.
4. Shop Drawings and Samples:
a. Record date of receipt of Shop Drawings and Samples.
b. Receive Samples which are furnished at the site by Contractor, and notify ENGINEER of availability of
Samples for examination.
c. Advise ENGINEER and Contractor of the commencement of any Work requiring a Shop Drawing or Sample
if the submittal has not been approved by ENGINEER.
5. Review of Work, Rejecrzon of Defective Work, Inspections and Tests:
a. Conduct on -site observations of the Work in progress to assist ENGINEER in determining if the Work is in
general proceeding in accordance with the Contract Documents.
b. Report to ENGINEER whenever RPR believes that any Work will not produce a completed Project that
. conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the
completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or
does not meet the requirements of any inspection, test or approval required to be made; and advise
ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for
observation, or requires special testing, inspection or approval.
c. Verify that tests, equipment and systems start-ups and operating and maintenance training are conducted in
the presence of appropriate personnel, and that Contractor maintains adequate records thereof; and observe,
record and report to ENGINEER appropriate details relative to the test procedures and start
d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project,
record the results of these inspections and report to ENGINEER.
6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the
Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by
ENGINEER.
7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications
and report with RPR's recommendations to ENGINEER. Transmit to Contractor in writing decisions as issued
by ENGINEER.
8. Records:
a. Maintain at the job site orderly files for correspondence, reports of job conferences. Shop Drawings and
Samples. reproductions of original Contract Documents including all Work Change Directives, Addenda,
Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract,
ENGINEER's clarifications and interpretations of the Contract Documents. progress reports, Shop Drawing
submittals received from and delivered to Contractor and other Project related documents.
b. Prepare a daily report or keep a diary or log book. recording Contractor's hours on the job site, weather
conditions, data relative to questions of Work Change Directives, Change Orders or changed conditions. list
of job site visitors, daily activities, decisions, observations in general. and specific observations in more detail
as in the case of observing test procedures: and send copies to ENGINEER.
c. Record names, addresses and telephone numbers of all Contractors. subcontractors and major suppliers of
materials and equipment.
9. Reports:
a. Furnish to ENGINEER periodic reports as required of progress of the Work and of Contractor's compliance
with the progress schedule and schedule of Shop Drawing and Sample submittals.
b. Consult with ENGINEER in advance of scheduled major tests. inspections or start of important phases of the
Work.
c. Draft proposed Change Orders and Work Change Directives, obtaining backup material from Contractor and
recommend to ENGINEER Change Orders, Work Change Directives, and Field Orders.
d. Report immediately to ENGINEER and OWNER the occurrence of any accident.
10. Payment Requests: Review Applications for Payment with Contractor for compliance with the established
procedure for their submission and forward with recommendations to ENGINEER. noting particularly the
relationship of the payment requested to the schedule of values, Work completed and materials and equipment
delivered at the site but not incorporated in the Work.
LL Certificates, Maintenance and Operation Manuals: During the course of the Work. verify that certificates.
maintenance and operation manuals and other data required to be assembled and furnished by Contractor are
applicable to the items actually installed and in accordance with the Contract Documents. and have this material
delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work.
Page 2 of 3 pages
(Exhibit C— Resident Project Representative)
12. Completion:
a. Before ENGINEER issues a Certificate of Substantial Completion. submit to Contractor a list of observed
items requiring completion or correction.
b. Observe whether Contractor has had performed inspections required by laws, rules, regulations, ordinances,
codes, or orders applicable to the work, including but not limited to those to be performed by public agencies
having jurisdiction over the work.
c. Conduct a final inspection in the company of ENGINEER, OWNER and Contractor and prepare a final list
of items to be completed or corrected.
d. Observe whether all items on final list have been completed or corrected and make recommendations to
ENGINEER concerning acceptance and issuance of the Notice of Acceptability of the Work.
C. Limitations of Authority by RPR
Resident Project Representative:
1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment
(including "or- equal" items), unless authorized by ENGINEER.
2. Shall not exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract Documents.
3. Shall not undertake any of the responsibilities of Contractor, Subcontractors, Suppliers, or Contractor's
superintendent.
4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods,
techniques, sequences or procedures of construction unless such advice or directions are specifically required by
the Contract Documents.
5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in
connection with the Work.
6. Shall not accept Shop Drawing or Sample submittals from anyone other than Contractor.
7. Shall not authorize OWNER to occupy the Project in whole or in part.
8. Shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically
authorized by ENGINEER.
[Note: If the work designed or specified by ENGINEER is to be provided or performed under more than one
prime contract or the times of performance are to be staggered. the provisions of this Exhibit should be amended
or supplemented as required.]
Page 3 of 3 pages
(Exhibit C— Resident Project Representative)
This is to certify that a final inspection of the project described below was conducted on
the _ day of , 19 .
Contract was entered into on the day of , 19 between
for the construction of.
This is to further certify that:
1. The work has been completed in accordance with the plans and specifications and all
addenda, change orders and supplemental agreements thereto, with the following
exceptions:
2. The sum of $ deducted from the final payment to the
Contractor is a fair and equitable settlement for the foregoing excepted work.
3. The Contractor has presented on behalf of itself and its sureties, satisfactory evidence
that he or she will repair, replace and make good any faulty workmanship and /or
materials discovered in the work within a period of months from this date, as
provided in the Contract.
4.
5. The Final Payment in the amount above is now due and payable.
Certified by:
CERTIFICATE OF CONSTRUCTION COMPLETION
Locality: TCDP Contract No.
and
Amount of Original Contract $
Present Amount of Contract S
Less Previous Payments 5
Less Deductions (from #2 above) $
FINAL PAYMENT (Balance) 3
This is EXHIBIT D, consisting of pages, referred to
in the Agreement between OWNER and ENGINEER for
Professional Services, dated 19 94
Engineer Contractor
Chief Executive Officer
Firm: Fimt
City /Co, of
Pane ! of _2 pages
Initial:
OWNER
ENGINEER "
(Reverse side of Notice)
CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK
The Notice on the front side of this paper is expressly made subject to the following terms and conditions to which all
persons who receive said Notice and rely thereon agree:
1. Said Notice is given with the skill and care ordinarily used by members of the Engineering profession practicing under
similar conditions at the same time and in the same locality.
2. Said Notice reflects and is an expression of the professional judgment of ENGINEER.
3. Said Notice is given as to the best of ENGINEER's knowledge, information and belief.
4. Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been employed by
OWNER to perform or furnish during construction of the Project (including observation of the Work) under
ENGINEER's Agreement with OWNER and under the Contract referenced on the reverse hereof, and applies only
to facts that are within ENGINEER's knowledge or could reasonably have been ascertained by ENGINEER as a
result of carrying out the responsibilities specifically assigned to ENGINEER under ENGINEER's Agreement with
OWNER and the Contract referenced on the reverse hereof.
5. Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the above - referenced Contract
referenced on the reverse hereof nor an assumption of responsibility for any failure of CONTRACTOR to furnish and
perform the Work thereunder in accordance with the Contract Documents.
Page 2 of pages
(Exhibit D— Notice of Acceptability of Work)
1. Vernon's Annotated Texas Statutes, Article 66 -4, Professional Services Procurement Act,
which permits and outlines state requirements for municipalities and counties regarding
procurement of professional services.
2. Executive Order 11246, paragraphs a -c: Equal Employment Opportunity.
This is EXHIBIT E, consisting of 1 page, referred to
in the Agreement between OWNER and ENGINEER
for Professional Services, dated June 8, 1993.
Initial:
OWNER
ENGINEER
STATE AND FEDERAL STATUTES, TERMS AND CONDITIONS APPLICABLE
TO THE ADMINISTRATION OF THE CITY OF ROUND ROCK
TEXAS COMMUNITY DEVELOPMENT PROGRAM FUNDS
3. Title VI of the Civil Rights Act, which requires that no one may be denied access to
benefits from projects which receive federal assistance.
4. Section 109 of the Housing and Community Development Act of 1974:
Nondiscrimination related to benefits from projects funded specifically under Title I of
the Act.
5. Section 3 of the HUD Act of 1968, which requires that maximum effort be made to
provide employment, training, and business opportunities to low income families and/or
residents of the project area.
6. Access to Records, which requires that the contractor's records be open to inspection by
any federal, state, or local agency that has monitoring responsibility for the TCDP-
funded project.
7. Conflict of Interest, which provides guidelines for cases in which actual or potential
conflicts of interest might occur.
Page 1 of 1 pages
(Exhibit E)
1. Insurance—General. Paragraph 8,3, which discusses
general insurance coverages, references Exhibit F. "Insur-
ance." On this Exhibit Owner and Engineer should list
the specific types and amounts of insurance which will be
required of each under the Agreement, as well as other
parties to be named as additional insureds on the cover-
age carried by each. Exhibit F also requires Owner and
Engineer to deliver to each other certificates of insurance
indicating that the required coverage has been procured.
2. Professional Liability Insurance. In addition to the
coverages listed in the suggested format for Exhibit F.
Owners frequently require that their Engineers maintain
professional liability insurance. EJCDC considers it im-
portant that Engineers do so, although specific language
Instruction Sheet
for Including EXHIBIT F,
"Insurance"
in the Standard Form of Agreement between
OWNER and ENGINEER for Professional Services
for that purpose is not included in the Agreement itself;
rather, such Ianguage is set forth below and should be
added as an additional subparagraph, F8.3.4, to Exhibit F.
F834 ENGINEER shall also procure and maintain
professional liability insurance for protection from claims
arising out of performance of professional services caused
by a negligent error, omission or act for which the insured
is legally liable; such professional liability insurance will
provide for coverage in such amounts, with such deduct-
ible provisions and for such period of time as set forth
below, and certificates indicating that such insurance is in
effect will be delivered to OWNER:
Amount 250.000
Deductible 25.000
Effective Through 1/31/95
[Note: Where preceded by a letter designation, a paragraph number refers to a section of the Exhibit which has that
same letter designation Ail other paragraph numbers refer to the paragraphs of the body of the Standard Form of
Agreement between Owner and Engineer. For example, 72.1.8 refers to a paragraph in the body of the Agreement,
while 7A2.1.8 refers to a related paragraph in Exhibit A.1
F -1
Insurance
2. Employer's Liability:
3. General Liability.
General Aggregate:
Each Occurence (Bodily Injury and
Property Damage):
4. Excess Umbrella Liability:
Each Occurrence:
General Aggregate;
5. Automobile Liability:
a. Bodily Injury:
b.
Each Person
Each Accident
Property Damage:
Each Accident
or
Combined Single Limit
(Bodily Injury and Property Damage):
Each Accdent
SUGGESTED FORMAT
(for use with No. 1910 -1. 1992 Edition)
This is EXHIBIT F. consisting of pages, referred to
in the Agreement between OWNER and ENGINEER for
Professional Services, dated ,19 .
Section 8 of the Agreement is amended and supplemented to include the following agreement of the parties:
F8.3. Insurance.
The limits of liability for the insurance required by paragraph 8.3 of the Agreement are as follows:
F8,3.1. By ENGINEER:
1. Workers' Compensation: Statutory
Page 1 of _pages
(Exhibit F— Insurance)
S 100,000
S 2,000.000
S 1,000000
$ 1, 000, 00 0
S 1,000,000
S 500,000
S 500,000
5 500,000
S
Initial:
OWNER
ENGINEER
6. Other (specify)'
Additional Insureds. The following persons or entities are to be listed on ENGINEER's
policies of insurance as additional insureds as provided in 8.3.1:
F.83.2. By OWNER:
1. General Liability: $
2.. Property Damage Liability Insurance: $
3. Property Insurance: $
4. Other (specify): $
Additional Insureds. The following persons or entities are to be listed on OWNER's
policies of insurance as additional insureds as.provided in 83.2:
E833. OWNER and ENGINEER cull each deliver to the other certificates of insurance evidencing the
coverage indicated.
Pace 2 of_ pages
(Exhibit F— Insurance)
$
Dispute Resolution
SUGGESTED FORMAT
(for use with No. 1910 -1, 1992 Edition)
This is EXHIBIT G, consisting of _ pages, referred to in
the Agreement between OWNER and ENGINEER for
Professional Services, dated 19_..
Page 1 of _ pages
(Exhibit G— Dispute Resolution)
Initial:
OWNER
ENGINEER
Section 8 of the Agreement is amended and supplemented to include the following agreement of the parties:
G8.6. Dispute Resolution.
G8.6.1. OWNER and ENGINEER agree that they shall first submit any and all unsettled claims, counterclaims,
disputes and other matters in question between them arising out of or relating to this Agreement or the breach
thereof ( "disputes "), to mediation by
prior to either of them initiating against the other a demand for arbitration pursuant to paragraphs G8.62
through G8.6.8, unless delay in initiating arbitration would irrevocably prejudice one of the parties. The
requirement of paragraph G8.6.3 that demand for arbitration must be filed within a reasonable time shall be
suspended with respect to a dispute submitted to mediation within that same applicable time limit and shall
remain suspended until ten days after the termination of the mediation. The mediator of any dispute submitted
to mediation under this Agreement shall not serve as arbitrator of such dispute unless otherwise agreed.
G8.6.2. All disputes between OWNER and ENGINEER not resolved under paragraph G8.6.1 will be decided by
arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration
Association then obtaining. subject to the limitations and restrictions stated in paragraphs 08.6.4 and G8.6.5
below. This agreement so to arbitrate and any other agreement or consent to arbitrate entered into in
accordance herewith as provided in this paragraph G8.6 will be specifically enforceable under the prevailing law
of any court having jurisdiction. '
G8.6.3. Notice of the demand for arbitration must be filed in writing with the other party to the Agreement and with
the American Arbitration Association. The demand must be made within a reasonable time after the claim.
dispute or other matter in question bas arisen. In no event may the demand for arbitration be made after the
date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations.
G8.6.4. Except as provided in paragraph 08.65 below, no arbitration arising out of or relating to this Agreement will
include by consolidation. joinder or in any other manner any other person or entity who is not a parry to this
Agreement unless each of the following is met:
G3.6.4.1. the inclusion of such other person or entity is necessary if complete relief is to be afforded among
those who are already parties to the arbitration;
G8.6.4.2. such other person or entity is substantially involved in a question of law or fact which is common to
those who are already parties to the arbitration and which will arise in such proceedings; and
G8.6.43. the written consent of the other person or entity sought to be included and of OWNER and
ENGINEER has been obtained for such inclusion. which consent shall make specific reference to this
paragraph: but such consent shail not constitute consent to arbitration of any dispute not specifically
described in such consent or to arbitration with any party not specifically identified in such consent.
G8.65. Notwithstanding paragraph G8.6.4, if a claim, dispute or other matter in question between OWNER and
ENGINEER involves the work of a Contractor, Subcontractor, OWNER's consultant or ENGINEER's
Consultant (each, a "Joinable Party"), either OWNER or ENGINEER may join such Joinable Party as a party
to the arbitration between OWNER and ENGINEER hereunder, and ENGINEER or OWNER, as
appropriate, shall include in each contract with each such Joinable Party a specific provision whereby such
Joinable Party consents to being joined in an arbitration between OWNER and ENGINEER involving the
work or such Joinable Party. Nothing in this paragraph G8.6.5 nor in the provision of such contract consenting
to joinder shall create any claim, right or cause of action in favor of the Joinable Party and against OWNER or
ENGINEER that does not otherwise exist.
G8.6.6. All demands for arbitration and all answering statements thereto which include any monetary claim must
contain a statement that the total sum or value in controversy as alleged by the party making such demand or
answering statement is not more than $200,000 (exclusive of interest and costs). The arbitrators will not have
jurisdiction, power or authority to consider, or make findings (except in denial of their own jurisdiction)
concerning any claim, counterclaim, dispute or other matter in question where the amount in controversy of any
such claim, counterclaim, dispute or matter is more than 3200,000 (exclusive of interest and costs), or to render
a monetary award in response thereto against any party which totals more than $200,000 (exclusive of interest
and costs).
G8.6.7. By written consent signed by all the parties to this Agreement and containing a specific reference hereto, the
limitations and restrictions contained in paragraphs G8.6.4 and 08.65 may be waived in whole or in part as to
any claim. counterclaim, dispute or other matter specifically described in such consent. No consent to arbitration
in respect of a specifically described claim, counterclaim, dispute or bther matter in question will constitute
consent to arbitrate any other claim, counterclaim, dispute or other matter in question which is not specifically
described in such consent or in which the sum or value in controversy exceeds 3200,000 (exclusive of interest and
costs) or which is with any party not specifically described therein.
G8.6.8. The award rendered by the arbitrators will be final, judgment may be entered upon it in any court having
jurisdiction thereof, and will not be subject to modification or appeal.
Page 2 of pages
(Exhibit G— Dispute Resolution)
Allocation of Risks
SUGGESTED FORMAT
(for use with No. 1910 -1, 1992 Edition)
This is EXHIBIT H, consisting of pages, referred to
in the Agreement between OWNER and ENGINEER for
Professional Services, dated 19 94
Initial:
OWNER
ENGINEER --
Section 8 of the Agreement is amended and supplemented to include the following agreement of the parties:
H8.7.4 Limitation of ENGINEERS Liability
H8.7.4.1. ENGINYEER's Liability Limited to Amount of ENGINEER& Compensation
To the fullest extent permitted' by law, and notwithstanding any other provision of this Agreement, the total
liability, in the aggregate, of ENGINEER and ENGINEER's officers, directors, partners, employees, agents and
ENGINEER's Consultants, and any of them, to OWNER and anyone claiming by, through or under OWNER, for
any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the
Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors
or omissions, strict liability or breach of contract or warranty express or implied of ENGINEER or ENGLNEER's
officers, directors, partners, employees, agents or ENGINEERs Consultants or any of them, tball not exceed the
total compensation received by ENGINEER under this Agreement.
Page 1 of 1 pages
(E: :hihit H— Allocauon of Risks)
This is EXHIBIT 1, consisting of 1 page, referred to
in the Agreement between OWNER and ENGINEER
for Professional Services, dated June 8, 1993.
Initial: a �,
OWNER //
THIS EXHIBIT WAS NOT USED
Page 1 of 1 pages
(Exhibit 1)
ENGINEER —'-r
DATE: April 28, 1994
SUBJECT: City Council Meeting, April 26, 1994
ITEM: 9C. Consider a resolution authorizing the Mayor to enter into a
contract with Bury Pittman for engineering services for the
Dell Computer expansion site.
STAFF RESOURCE PERSON: Jim Nuse
STAFF RECOMMENDATION:
As agent for the Capital Fund, it is Round Rocks' obligation to contract for certain
engineering services for the Dell grant. The Engineering firm of Bury- Pittman is qualified to
do the work and staff recommends them also because they are Dells' engineer and can best
coordinate these efforts. A copy of the schedule is attached.