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CM-2014-451 - 7/3/2014
City of Round Rock ROUND ROCK TEXAS wawgxuvox momeartY Agenda Item Summary Agenda Number: Title: Consider executing a Contract for Engineering Services with Epsey Consultants, Inc. dba RPS for the UBC Watershed Study Review Project. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 7/3/2014 Dept Director: Michael Thane, Director of Utilities and Environmental Services Cost: $35,600.00 Indexes: Drainage Fund Attachments: ESC_Epsey_UBCWatershedStudyReview CM7.3.14 Department: Utilities and Environmental Services Text of Legislative File CM -2014-451 The City believes a detailed review of the Upper Brushy Creek (UBC) Watershed Study commissioned by the Upper Brushy Creek Water Control and Improvements District (WCID) is warranted to ensure the Study results are as accurate as possible for the jurisdictional area of the City and that characteristics unique to the City's drainage network are appropriately captured; such review being not unlike other reviews the City performs for other drainage studies that are from time to time developed and submitted to the City. The City requires the services under this contract to help the City conduct a detailed review of the UBC Watershed Study due to the extensive scope and size of the Study, and to ensure the review will be completed within time restraints. Staff recommends approval. City of Round Rock Page 1 Printed on 71312014 LEGAL DEPARTMENTAPPROV . AL FOR, CITY COUNCIL/CITY III ANAGERACTION ReqUired for Sub,inission of ALL City Council and City Manager Items . Department-Nai.ne: Utilities &.11nVironmentaf Services Project Mgr/Resource: Danny HaIden E]Council Action: F- ORDINANCE Agenda -Wording F� city Manager Approval Proj6d Name: W30 Watersfied.Study Review ContractorlVendor' Espey. Consultants, Inc: d -ba RPS Fj RESOLUTION CIVIA Wording ,onsider executing c.ontract for Engineering Services With Espey Cohsultantsi Inc. dba RPS I for the.UBC Watershed Study teview.Project. Attorney Approval dAttorney Mlte_q2,� I I ' 19 I O:\wdoxXSCCI'n'.tM I 40420WISCX003.059 126XI-S Updated 6/3/08 ''ROUND.ROCK, TEXAS. PURPOSE:P,ISSIOY. PROSPERITY CITY OF ROUND ROCK CONTRACT FOR. ENGINEERING SERVICES FIRM: ESPEY CONSULTANTS, INC. (Iba RPS PROJECT: UBC Watershed•Study, Review THE STATE OF TEXAS COUNTY Or WILLIAMSON §' TIIIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered.into ori this the day of J , 2014 by and between fhe CITY OF ROUND ROCK, a Texas' home -rule municipal corporation, hose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299,.(liereinafter.referred'to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineeking services. RECITALS; WHEREAS, V.T.C.A., Govehniient Code §2254.002(2)(A)(vli) ' under Subchapter A entitled "Professional Services Procurement. Act" `provides for the procurement by m nicipalities of services of professional engineers; and WHEREAS, City and Engineer, desire to contract -for such professional :engineering services; and WHEREAS, City and. Engineer wish to document their agreement -concerning the requireinents and respective-obligafionsof the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual proiiuses contained herein and other good and valuable considerations. and the .covenants and agreements hereinafter contained to be kept and. performed by flip;respective parties.:hereto, itis agreed as follows: Engiiieerim Services Coirtract Rev. 04/13 0140;1420;00305887 00192831. CM -2014-451 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perforin or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 24. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. tj (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as frill compensation for all engineering services performed and to be performed under this Contract. Engineer shall be paid on the basis of actual hours worked by employees performing work associatedwith this Contract, in accordance with the Fee Schedule attached hereto as Exhibit D. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsultant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the suns of Thirty -Five Thousand Six Hundred and No/100 Dollars, ($35,600.00). Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services". Satisfactory progress of work shall be au absolute condition of payment. The maximum amount payable herein may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such -progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date.. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. "There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal finds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Danny Halden, P.E. City Engineer 2008 Enterprise Drive Round Rock, TX 78664 Office Number (512) 218-6610 4 Mobile Number (512) 801-4459 Fax Number (512) 218-5536 Email Address dhalden@rourrdrocktexas.gov City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Paul Morales, P.E. Sr. Project Manager 4801 Southwest Parkway Parkway 2, Suite 150 Austin, TX 78735 Telephone Number (512) 326-5659 Fax Number (512) 326-5723 Email Address paul.morales@rpsgroup.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Stich thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resurned in frill force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services perforated or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work lie/site/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, lie/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to -additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services tinder this Contract, then Engineer shall make such revisions as requested and as directed by City. Stich revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. C' ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes fill execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. however, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirination of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and. work product developed tinder this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall complywith its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. VA City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. Inn the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall filrnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the dirties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, -upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 6 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days.. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, mininlunl/maximun] salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall fiirnish City with satisfactory proof of his/her/its compliance. Engineer shall forther obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of leis/het/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that Ile/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or malting of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the Rill amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from. a company authorized to do insurance business in Texas and 11 otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall requite each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Engineer shall notify City thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, and such notice thereof shall be given to City by certified mail to: . City Manager, City of Round Rock 221 East Main Sheet Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governniental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, IaAvfizl assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to; Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Paul Morales, P.E. Sr. Project Manager 4801 Southwest Parkway Parkway 2, Suite 150 Austin, TX 78735 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be Rilly responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or fiirnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Vi71iere the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shalt never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has Rill and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and fiiIl performance of the terms and provisions hereof. CITY OF DROC AS By: •' .�.. ATTE ST: �� Sara L. White, City Clerk ESPEY CONSULTANTS, INC. dba RPS By. zozo--5) Signature o Principal Printed Name: 31e 1Aw -It 15 AP VED AS TO FORM: 0\3 L. - Step i L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 16 EXHIBIT A City Services The City will provide the following information and other assistance to the Engineer (RPS) that the City deems appropriate and necessary: 1. Any readily available pertinent existing information relating to the services to be performed by the Engineer; the City will provide one copy of such information in a format chosen by the City. 2. Clear direction and/or response to questions or requests made by the Engineer in the course of the Engineer's performance of services. 3. Timely review of deliverables that have been properly completed and submitted by the Engineer; and timely provisions of comments, if any, to the Engineer resulting from said reviews. 4. The City will provide one electronic copy of any of the latest versions of memoranda, hydrology and hydraulic models, sub -basin boundaries, cross sections, floodplain and floodway extents from the Upper Brushy Creek (UBC) Watershed Shady that have been received by the City, in the format as received by the City; and one electronic copy of readily available existing GIS data including, aerial photos, topographical data, or other such relevant data, in the format in which the various data is stored at the City. 41: Engineering Services 1. PROJECT DESCRIPTION The recent Upper Brushy Creek (UBC) Watershed Study performed by the Upper Brushy Creek Water Control and Improvement District (WCID) will culminate in hydrologic and hydraulic models that will be submitted to FEMA in the pursuit of up-to-date Flood Insurance Rate Maps for the City; and will be utilized in the foreseeable future for floodplain and drainage analyses to assess storm water impacts fiom new developments, to determine flooding impacts on property and infrastructure, and to help with the development of certain storm water Capital Improvement Projects. The City participated on the Technical Advisory Committee during preparation of the Study, but the City's involvement was limited to general methodology and because of the over -arching scope and potential long-term reliance on the Study, the City feels it would be prudent to conduct a detailed review of the Study. The objective of the Services to be Provided by the Engineer is to help the City conduct a detailed review of the Upper Brushy Creek (UBC) Watershed Study not unlike the review the City would perform for other drainage studies that are from time to time developed and submitted to the City. The review will be focused on ensuring the Study results are as accurate as possible for the jurisdictional area of the City of Round Rock and that characteristics unique to the City's drainage network are appropriately captured. 2. SCOPE OF WORK The scope of work for this project has been divided into the following tasks: • Task I: Data Collection Review • Task 2: Hydrologic Methods and Model Review • Task 3: Hydraulic Methods and Model Review • Task 4: Project Management 2.1 Work Breakdown Structure Tasks and Description 2.1.1 Task 1: Data Collection Review - TasIc Description: The Engineer will obtain and review the most recent hydrologic and hydraulic models, spreadsheets, associated GIS data, and technical memoranda related to the UBC Watershed Study. The Engineer assumes these models and GIS data are available through the City for use as part of this review. The Engineer will compile and provide a completeness review of all relevant and available data in preparation of the hydrologic and hydraulic models review. The following list of data/information could include: • Latest hydrology and hydraulic models and storm calibration information (rainfall, highwater marks, etc.) • Relevant GIS data including stream centerlines, basin delineations, cross sections, land use, impervious cover, obstructions, detention pond info, etc. • Relevant spreadsheet calculations for rainfall, curve numbers, time of concentrations, flow locations, etc. • Survey data including field sketches and photos and review of datums • Relevant documentation of methodology and assumptions used in developing the models 2.1.2 Task 2: Hydrologic Methods and Model Review Task Description: The Engineer will review the methods and models developed for the USC Watershed Study obtained and provided by the City. The Engineer's review team will coordinate closely with City staff in order to expedite the hydrology review. The Brushy Creek contributing drainage area is approximately 162 square miles measured from the eastern edge of the City ETJ limits. The review will focus on subbasins within the City and a cursory review of the subbasins upstream of the City, This scope assumes the hydrologic modeling is developed using the HEC -I -IMS sofhvare. This scope does not include review of the geodatabase for data capture correctness per FEMA Guidelines. The Engineer will review some or all of the following items as directed by City Staff and will develop a list of review comments including the Engineer's review comments and comments provided to the Engineer by the City: • Cursory review of FEMA TSDN documentation • Technical Memoranda related to hydrology methodology • Rainfall methodology used for small and large basins • Identification of significant basin delineations inconsistencies • Cursory review of basin parameters including curve numbers, initial abstractions, time of concentrations, impervious cover, etc. • Review model network connectivity and basin linkages for appropriateness • Confirm major detention ponds are correctly incorporated in models 2.1.3 Task 3: Hydraulic Methods and Model Review Task Description: The Engineer will review the methods and models developed for the UBC Watershed Study obtained and provided by the City. The Engineer's review team will coordinate closely with City staff in order to expedite the hydraulic review. The FEMA stream miles within the City ETJ limits is estimated at approximately 46 miles and it is anticipated the majority of these streams will be detailed studied as Zone AE floodplains. The Engineer will work with the City to prioritize areas and hydraulic structures for review in order to focus on key areas. This scope assumes the hydraulic modeling is developed using the HEC -RAS sofhvare. This scope does not include review of the geodatabase for data capture correctness per FEMA Guidelines. The Engineer will review some or all of the following items as directed by City Staff and will develop a list of review comments including the Engineer's review comments and comments provided to the Engineer by the City: • Cursory review of FEMA TON documentation • Technical Memoranda related to hydraulic methodology • Cursory review of cross sections are appropriately laid out (City will review stream centerlines) • Verify hydraulic structures (road structures and dam embankments) are entered correctly based on survey data (top of road, flow lines, railings, piers, wingwalls, etc.) • Cursory review of hydraulic structure modeling methods for appropriateness, ineffective areas located correctly, expansion/contraction coefficients, etc. • Review model for general accuracy of cross section parameters including channel roughness, ineffective areas, blocked obstructions, etc. • Review peak flow changes (existing and ultimate) are entered at the appropriate cross section based on the hydrology subbasins • Review floodplain delineations for consistency and accuracy to the hydraulic model results 2.1.4 Task 4: Project Management Task Description: RPS will provide project management and administration with respect to project coordination, communication, contract management, scheduling, and status updates. RPS will also assist to facilitate coordination with other community reviews for possible joint review response as directed by the City. RPS will meet with City staff on regular basis to assess progress and discuss additional needs, if any. 3. KEY PERSONNEL A summary of the proposed engineering team including names and titles are presented in table B-1. TABLE B-1 SUMMARY OF PROPOSED ENGINEERING TEAM PERSONNEL NAME TITLE Paul Morales Sr. Project Manager (RPS) Tom Mountz Sr. Consulting Engineer (RPS) Kacey Paul Staff Engineer (RPS) Rachael Weissman GIS Analyst (RPS) EXHIBIT C Work Schodule The schedule below provides.approximate durations associated with the ::onficipated milestones: t Upper Brushy Creek Watershed Study Review I i Month 3 Month.2 Month 3 Task 1_Mdta.Collectiori Obtain -data and models Check for completeness, ! i Review survey datums TON and technical n Methodology review Model review & men Task3.tHirdrauli-&Metliod"MiModehReview. TON and technical memo: review Methodology review ? ? I Model review j { Floodplain -review & memo s. E Project coordination lfiii�i I status meetings and project discussion (2 max) h ; . j Assist'witcoordinating community reviews (2 max). j R i EXHIBIT D Fee Schedule Task Total Labor Hours Total Loaded Labor Cost Other Direct Costs Subconsultants TOTALS Task 1: Data Collection Review 21 $2,280.00 $0.00 $0.00 $2,280.00 Task 2: Hydrologic Methods and Model Review 60 $7,800.00 $0.00 $0.00 $7,800.00 Task 3: Hydraulic Methods and Model Review 157 $19,650.00 $0.00 $0.00 $19,650.00 Task 4: Project Management 36 $5,770.00 $100.00 $0.00 $5,870.00 GRAND TOTAL: 274 $35,500.00 $100.00 $0.00 $35,600.00 EXHIBIT E Certificates of Insurance Attached Behind This Page CERTIFICATE OF LIABILITY INSURANCE DATE(MAVDWYYY1) 4/29/2014 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, lite pollcy(ies) Imist be endorsed. if SUBROGATION IS WAIVED, subject to lite terns and conditions of the policy, certain pollcles may regUire an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsomenl(s). PRODUCER Upstream Insurance Brokers11oNE 2020 North Memorial I7ay Houston TX 77007 IUIdE cT Rosemary Gonzales (713)869-3100 X e.(713)869-997-0 Eon Ess rgonzaieaCtupstreaminstirance.eom INSURERS AFFOROINGCOVERAGE 11AIC11 INSURERA.Catlin SpecialtV Insurance Cc 15989 INSURED Espoy Consultants, Inc. dba RPS 411 N. Sam Houston Pkwy Suite 400 Houston TX 77060 1 I??SURERB:LibBrty Mutual Insurance Cci 23043 MSURERC.Axis Surplus Insurance Co. 26620 _ IN8URFRD.'Lib9rtV Mutual Lire Ins Co 230as 1NSURERE.-ACE American Insurance Co 2267 I:SURERF: COVERAGES CERTIFICATE NUMBEMUL1313.103203 REVISION NUMBER! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VVIIICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN PAY HAVE BEEN REDUCED BY PAID CLAIMS, 1LTR TYPE OFINSURANCE A D 5• UR POLICYNUMBER IPt10J/ollf ff hPOUDDI)TYM LIMfTS GENERALLIABILITY EACHOCCURRENCE S 1,000,000 X COI.U.IERCIAL GENERAL LIAUILfTY DAMAGETORENTEO caxreno- $ 1,000,000 PREMISES EaoMEO A CtAf1,SS i ADE X OCCUR X KC,190691-1114 1/5/2013 1/6/2014 EXP (Any ona person) $ 10, 000 PERSONAL &ADV INJURY $ 1,000,000 X Prof Liab -- $itAd -0t3 Retro Date: 04/16/96 GENERAL AGGREGATE $ 2,000,000 X Cont Poll- $1NM -04 etre Date: 10/12/2011 GEIrLAGGREGATE LIMIT APPLIES PER: PRODUCTS -COMPJOPAGG $ 2,000,000 POLICY X JECT PRO- LOC $ AUTOWBILE LIABILITY CEOEBfl�D S114GLE LIMB 1,000,000 BODILYINJURY (Per pea on) $ B X ANY AUTO BODILY INJURY (Perecddeni) $ AUTOS4VE0 SCHEDULED X 96641439037 023 I/5/?.Oi3 11/5/2019 NON -OM, HIRED AUTOS AUTOS PROPERLY DAMAGE PeroxldnrN $ $ UMBRELLA LIABOCCUR X EACH OCCURRENCE $ 10, 000, 000 AGGREGATE $ 10,000,000 `. X EXCESS LIAR CLNMS•I.%DE DEO I I RETENTIONS $ X tIU748604/01/2013 1/5/2013 1/5/2014 D WORKERS COMPENSATION L'S %11 1 O� tl• X 1-0.4170 AND EMPLOYERS' LIABILITY Y111 E.EACH ACCIDENT $ 1,000,000 R;Y PR PARTNDERI ECUTIVE NO NIA U,RIETO (MandaloryInNII) 400641439D37 013 11/5/2013 11/5/2014 ELDISEASE- EARIPLOYE $ 1,000,000 Ifyyes dasm-otiroar DESGTRIPTIONOFOPERATIONSbe7av non USI,GH,1•fEr.,OCBI)I,polis E.L.D)SEASE-POLICYLUdrr $ 1,000,000 E Foreign Package PHF D37916742 1/5/2013 11/5/2014 See no DESCRIPTION OF OPERATIONS I LOCATIONS) VEHICLES (Aaacb ACORD tot, AddilronaT Remarks Schedule, If more space Is required) Project: P0045.14 Round Rook Gen Services The City of Round Rook is included as Additiona Insured with respect to all policies except workers, Compensation and Employers' Liability and Professional Liability as required by written contract. SHOULD ANY OF 7HE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Manager ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rook 221 E. Main Street AUTHORIZED, REPRESENTATIVE Round Rock, TX 76664 ACORD 25 (2010105) INS026 (2otoo5).Df Fontaine/RG © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and lotto are registered marks of ACORD COMMENTS/REMARKS FOREIGN PACKAGE POLICY 11PErD37916742 - 11/5/2013-11/5/2014 Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate Limit/ Products Completed Operations $1,000,000 Premises Damage Limit $1,000,000 Personal Injury & Advertising Injury $ 10,000 Medical Payments $1,000,000 Employee Benefits Contingent Auto Liability - $1,000,000 CSL Hired Car Physical Damage - $40,000 Any One Accident $40,000 Any One Policy Period Contingent Employers Liability $1,000,000 Each Accident $1,000,000 Each Employee $1,000,000 Policy Limit $1,000,000 Maritime Employers 'Liability Executive Assistance (including Repatriation) AD & D/ Medical Employee Coverage AD & D - $100,000 [Medical Expense -- $1,500,000 Aggregate - $1,500,000 Commercial Property $10,000 Personal Property Employment Practice/ Fiduciary/ Crime Federal Insurance Co. Policy# 6803-6809 11/05/2013-11/5/2014 Limits: EPLI - $3,000,000 Fiduciary -- $1,000,000 Crime -- $500,000 Each Agreement Excess Liability drops down and provides Excess on all Primary Liability lines -- follows form of underlying. All primary liability lines included in schedule of underlying. Schedule of underlying includes General Liability, Auto Liability, Worker's Compensation/Employers Liability, Foreign Package, Professional Liability and Contractors Pollution Liability, Alternate Employers is included on Worker's Compensation if required by written contract. Maritime_Coverage includes USL&H, Death on the'iiigh Seas, Outer Continental Shelf Lands Act, Jones Act, InRem. Gulf of Mexico Territorial Extension General liability includes Separation of Insureds, Blanket Contractual Liability, Broad Form Property Damage and Independent Contractors. 30 Day Notice of Cancellation/Change All carriers are rated "A" XV by A. M. Best's. OFREMARK COPYRIGHT 2000, AbJS SERVICES INC. Carriers Affording Coverage—Texas Department of Insurance Number for Each Companies Affording Coverage TDI A Catlin Specialty Insurance Company 13782143 B Liberty Mutual Insurance Company 47950 C Axis Surplus Insurance Company 101170 D Liberty M utual Fire Insurance Company 147900 E ACE American Insurance Company 42160