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CM-09-10-206ROUND ROCK, TEXAS PURPOSE. F SS10k PROSPERITY. CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: FREESE AND NICHOLS, INC. ("Engineer") ADDRESS: 10814 Jollyville Road, Building 4.100, Austin TX 78759 PROJECT: Little Oaks Subdivision Improvements THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the J(o day of Oc; be.R , 2009 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional' engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev. 10/08 0199.7128; 00173390 00064494 STO3LOAK 1 C0-0,'1— 0-2c ( 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 20. 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. 2 (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 full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Forty-three Thousand Seven Hundred Fifteen and 57/100 Dollars ($43,715.57) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and perforrned only if approved by written Supplemental Contract. 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. 3 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 perforinance 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 13. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the 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: Eddie Zapata Project Manager II Engineering and Development 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-6605 Fax Number (512) 218-5563 Email Address ezapata@round-rock.tx.us 4 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: Jerome W. Scanlon III, P.E. CFM Project Manager 10814 Jollyville Road, Building 4.100 Austin, TX 78759 Telephone Number (512) 617-3100 Fax Number (512) 617-3101 Email Address JWS@freese.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. 5 ARTICLE 10 SUSPENSION 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. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full 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 performed 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 he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental 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 under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such 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. 6 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 full 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 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of City and shall be furnished to City upon request. All documents prepared by Engineer and all documents furnished to Engineer by City shall be delivered to City upon completion or tennination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished City under this Contract. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish 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 duties 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. 7 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 8 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, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the 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. 9 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 his/her/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 he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this 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 making 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 full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this 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 10 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 require 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) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (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 govermnental purposes. 11 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this 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 12 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Jerome W. Scanlon III, P.E., CFM Project Manager 10814 Jollyville Road, Building 4.100 Austin TX 78759 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that titne 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 fully 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 perforin 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 furnished 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. 13 (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. Where 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 shall 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 full and complete authority to enter into this Contract on behalf of the firrn. 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 full performance of the terms and provisions hereof. CITY OF ROUND ROCK, TEXAS By: ATTEST: By: JGales RNuse, FE . tYla.hac�iz. Sara L. White, City Secretary FREESE AND NICHOLS, INC. By: � w Signa re of Principal Printed Name: £% 0 yl s. It/© i-Acir 14 AP'ra Stephali L. Sheets, City Attorney VED AS TI FORM: L 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 Exhibit A City Services The following is a list of services that will be performed by the City of Round Rock for the Little Oaks Subdivision Improvements — Schematic Design: 1. Coordinate a neighborhood meeting to discuss the schematic design of the project. 2. Provide one electronic copy and/or one hardcopy as the City deems appropriate of record drawings for water, wastewater, street, drainage and all other utilities that the City has in its inventory for Little Oaks Subdivision and the surrounding area that the City determines are germane to the project. 3. Provide one electronic copy and/or one hardcopy as the City deems appropriate of right- of-way and easement documents for Little Oaks Subdivision and the surrounding area that the City has in its inventory that the City deterrnines are germane to the project. 4. Provide access to the digital files including aerial imagery, utilities, rights-of-way, contours, etc. that the City determines are germane to the project. 5. Provide assistance requested by the Engineer that the City deems appropriate. Exhibit B Engineering Services The Engineer shall provide the necessary engineering and technical services required for the preparation of a schematic design (equating to more or less a 30% final design documents package) and cost estimate. The requested design will include survey, geotechnical investigations, roadway plan and profile, and storm water management as outlined below. BASIC SERVICES: 1 Topographic Survey a Establish horizontal and vertical control for the project from existing City of Round Rock control monument 01-003 and its Azimuth Marks. Horizontal control shall be established utilizing RTK GPS methodology and vertical control shall be established utilizing a closed bench loop circuit. Establish two Temporary Benchmarks for the project, one at R.M. 620 and one at the south end of Briarwood Street. b Provide a topographic survey of the project. The topographic survey shall encompass a width of approximately 70 feet wide (width of right-of-way plus 10 feet right and 10 feet left) plus 200 feet up intersecting streets and shall include cross-sections taken at 50 foot intervals including shot taken on the south edge of pavement of R.M. Highway No. 620, locating all existing features such as water valves (including top nut elevation), curb & gutter, asphalt, edge of gravel abutting the pavement, driveways, headwalls, culverts, mailboxes, geotechnical boring locations, storm & sewer manholes including invert elevations with flowlines and material types (if possible), trees with 8" or greater diameter at a 4' height, species and dripline identified (to City of Round Rock Tree Ordinance Specifications), detail of significant landscaping and planting in front or side yards on corner lots, tops and toes of slope, visible utilities, utilities marked by others, power poles, telephone risers and other visible features. c Prepare a digital topographic design file for each street showing all features located along with 1 -foot interval contours and the digital terrain model of the survey. Provide copies of the survey field notes, a hardcopy of the coordinates, the digital design file in AutoCAD R-2004 at a scale of 1"=20' with Leroy 100 text oriented north up or to the right, with line work, text and surface features on separate layers and an ASCII file of the coordinates for the points located. d Contact franchise utilities, and the City of Round Rock to request copies of their facility records within the project limits so that Quality Level "D" Sue plans can be prepared. These plans will then be utilized to determine if and where more accurate Quality Level "B" SUE information is required. Locate visible utilities and utilities marked by the utility company's representatives. FNI will not responsible for utilities that are rnisslocated or utilities that are not visible from an onsite inspection. A budget can be provided for QL"B" (field designating and surveying of utilities) and QL"A" (Test Holes) SUE services if they are determined to be necessary. 2 Geotechnical Investigation a Field Exploration: Field exploration will involve mobilizing a truck mounted drill rig with support vehicle to the site and will include the following: i) Coordinate field activities with personnel familiar with the site; ii) Contact the Texas One -Call system to locate buried utilities within existing easements and right-of-ways; iii) Drill three (3) borings to a depth of approximately five feet below existing grade or auger refusal on rock, whichever occurs first; two borings will be drilled outside the pavement area but within street right-of-way and one boring will be drilled in the pavement area to determine pavement section thickness and condition; iv) Obtain relatively undisturbed thin-walled tube samples and standard penetration test samples as appropriate for the soils encountered; v) Observe for groundwater seepage during drilling and record level; and vi) Backfill boreholes with cuttings upon completion and patch the pavement area. b Laboratory Testing: Selected laboratory testing will be conducted on samples that are representative of materials obtained during the field exploration. The tests will be used to evaluate and classify the soils, identify subsurface site characteristics, and provide data for analysis. These tests may include: i) Moisture content, ii) Atterberg limit iii) Percent passing No. 200 sieve, and iv) Unconfined compressive strength. v) Retain soil samples for 30 days after completion of laboratory testing. Further storage or transfer of samples can be made at owner's expense upon written request. c Engineering Analysis and Report: An engineering analysis and evaluation of the field and laboratory data will be performed for the project, based on available project concepts. Information to be provided in the report includes: i) Plan of borings illustrating the approximate location of each boring and scale to which the drawing is made; ii) A log of each boring indicating the boring number, depth of each stratum, soil classification and description, and groundwater information; iii) Description of the field exploration and laboratory testing; iv) Summary of laboratory test results; v) Discussion of subsurface soil and groundwater conditions; vi) General discussion of the site geology; vii) Calculated potential vertical rise (PVR); viii) Estimated soil movements; ix) Recommendations for pavement repair, if required, x) Recommendations for pavement thickness, if required; and xi) Three bound copies of the report. 3 Prepare Schematic Design (30% Plans) a Pavement plan/profile sheets for all streets. b Preliminary H&H for the entire project. c Identify options for water quality, including cost estimates for each option. d Identify limits of construction. e Identify all potential conflicts with existing utilities, and coordinate relocations with utility owners. f Identify all necessary permit requirements. g Attend four meetings with City of Round Rock and/or TCEQ to discuss the project and review the design. 4 Neighborhood Meeting a Prepare presentation exhibits. b Attend one neighborhood meeting to present design options to stakeholders. Additional Services Items which can be provided but are currently not included in the proposal are: 1 Final design of pavement and drainage improvements, including culvert and storm drain profiles. 2 Right -of -Way surveying to locate and establish property boundaries and existing right-of- way ight-ofway lines. a Research the subject subdivision (Little Oaks), adjoining subdivisions (Elm Fork, Central Baptist Church, and The Commons) along with the Round Rock Retirement Residence property and obtain copies of the subdivision plats and deeds. Research deed records and/or contact the Texas Department of Transportation to obtain the right -of -Way maps or deeds for R.M. Highway No. 620 in the vicinity of the project. b Locate boundary corners and establish boundary lines and existing right-of-way lines. Prepare a right-of-way map of the existing right-of-way showing lot and block numbers, for all of the subdivision lots affected by the project. Deliverables shall include the right- of-way map prepared in AutoCAD R-2004 along with copies of deeds and subdivision plats. rt i L'L< »i0'� •x'� Zvr, Can i, VI jr < p `-� I_................ � i Exhibit C Work Schedule Notice to Proceed (assumed) Geotechnical Analysis and Report Complete Topographic Survey Complete Schematic Design Submittal Neighborhood Meeting November 2, 2009 November 25, 2009 November 25, 2009 December 21, 2009 TBD Exhibit D Fee Schedule For the services described under Attachment B, we request compensation on a not to exceed basis. The estimated hours and dollars to accomplish this work are shown below. The breakdown for man-hours and costs are shown on the following page. ESTIMATE OF COMPENSTION Direct Salary Costs (See attached summary) Position Hours Cost Project Manager / Storrn water Engineer 40 $1,898.80 Transportation Engineer 30 $1,178.40 Transportation Engineer -in -Training 40 $1,177.60 Drainage Engineer -in -Training 44 $1,226.72 CADD Technician 36 $1,170.36 Senior Engineer 8 $ 548.56 Clerical 4 $ 84.92 Total Direct Salary: $ 7,285.36 Salary Related Costs: (186.13%) $13,560.24 Total Labor Costs $20,845.60 Fee (12%) $ 2,501.47 EXPENSES Total Expenses $ 2,918.50 Subconsultant Expenses Gorrondona and Associates (Topo) $13,250.00 Kleinfelder $ 4,200.00 Total Not -to —Exceed Amount $43,715.57 c .� InQ .6 101 �]G 1 A % 2 a « m % 4 4 §. $7,285.36 0 ■ X 0 k ( 202.00 202.00 , &E8 2z o0000 n000co 040000c0 't§\ a_ 03 E 8 = 00000 ,t0000 ,00000Cr m§) a/ City of Round Rock Little Oaks Subdivision Improvements - Sc 10/05/2009 00000 m0 00 a00/'oo �@ Ac 2Q - _ moo,t,t __0000 (4_m*300 c.4o 44 $27.88 CV § Z.; _oo»,1 gl�»emo 0000000 40 $29.44 EA eoo*3o a_y sso 0000000 097 ((( _/ m14mm* srsr0000 eC4am14�o 40 $47.47 7 ® f f ƒcr, f 22 &, ® ta§k7 f ) I �cc k/k J«/�} 2992 a&$f¥ 220/Z ($ƒ)k§ f 2 04 c , « E cTei e §2k \k1D0 \k\\f§ 3k\2k} 2 -. ® 8&'? cii ,Drf2\0§ 2 ea SUBTOTALS Billing Rates Subtotal $ k§ § ]§/ § gym" mi - 4 ® k ® / § _ & Total FNI Labor Cost: Total FNI Expense Cost: Subconsultant Total: MAXIMUM AMOUNT: Exhibit E Certificates of Insurance (Attached behind this page) CERTIFICATE OF LIABILITY INSURANCE PRODUCER:.. Intainational Riga 777 Main Si. C-50 • Fort Worth. TX 76102 Phone: 817-820-8100 E-mail; chervl.ownby®hub intemationaLcom INSURED: Freese and Nichols. Inc 4055 Inernational Plaza #200 Fort Worth, TX 16109 Phone: 817-735-7300 E-mall:kisOfreese.com Date: October 2, 2009 TDI number required. Please refer to the Texas Dept of Insurance website:- htto:llwww,tdi.state.tx.us/ THIS IS TO CERTIFY THAT the insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance wllh the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF POLICY EFFECTIVE EXPIRATION LTR INSURANCE NUMBER DATE DATE LIMITS A GENERAL LIABILITY 46UUNNW0133 10-23-08 10-23-09 GENERAL AGGREGATE $2,000,000 PRODUCTS-COMP/OP AGG, $2,000,000 PERSONAL A ADV. INJURY $1,000,000 EACH OCCURRENCE $1,000,000 FIRE DAMAGE (Any one fire) $300,000 MED. EXPENSE (Any one person) $10,000 11 AUTOMOBILE LIABILITY 46UUNNW0133 10-23-08 10-23-09 COMBINED SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE B EXCESS LIABILITY 46XHUL09889 10-23-08 10-23-09 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 c WORKERS' COMPENSATION STATUTORY LIMITS $ X AND EMPLOYERS' LIABILITY EACH ACCIDENT - $1,000,000 46WEW4994 10-23-08 10-23-09 DISEASE - POLICY LIMIT $1,000,000 DISEASE - EACH EMPLOYEE $1,000,000 PROFESSIONAL LIABILITY AEA088214422 12-30-08 12-30-09 $5,000,000 Each Claim/$10,000,000 Aggregate BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES!SPECIAL ITEMS/EXCEPTIONS The City of Round Rock is named as additional Insured with respect to all policies except Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: 128384 • 00650-1-2008 City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 SIGNATURE OF AG NT LICF, SED IN STATE OF TEXAS Typed Name: Scott Miller Title: _Vice President Page 2 • Certificate of Liability Insurance COMPANIES AFFORDING COVERAGE TDI A Hartford Cas ins Co 38525 B Hartford Ins Co, - 93890 C Twln City Fire Ins Co 84650 D Continental Casualty Ins Co 20550 THIS IS TO CERTIFY THAT the insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance wllh the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF POLICY EFFECTIVE EXPIRATION LTR INSURANCE NUMBER DATE DATE LIMITS A GENERAL LIABILITY 46UUNNW0133 10-23-08 10-23-09 GENERAL AGGREGATE $2,000,000 PRODUCTS-COMP/OP AGG, $2,000,000 PERSONAL A ADV. INJURY $1,000,000 EACH OCCURRENCE $1,000,000 FIRE DAMAGE (Any one fire) $300,000 MED. EXPENSE (Any one person) $10,000 11 AUTOMOBILE LIABILITY 46UUNNW0133 10-23-08 10-23-09 COMBINED SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE B EXCESS LIABILITY 46XHUL09889 10-23-08 10-23-09 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 c WORKERS' COMPENSATION STATUTORY LIMITS $ X AND EMPLOYERS' LIABILITY EACH ACCIDENT - $1,000,000 46WEW4994 10-23-08 10-23-09 DISEASE - POLICY LIMIT $1,000,000 DISEASE - EACH EMPLOYEE $1,000,000 PROFESSIONAL LIABILITY AEA088214422 12-30-08 12-30-09 $5,000,000 Each Claim/$10,000,000 Aggregate BUILDERS' RISK INSURANCE OR INSTALLATION INSURANCE DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES!SPECIAL ITEMS/EXCEPTIONS The City of Round Rock is named as additional Insured with respect to all policies except Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: 128384 • 00650-1-2008 City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 SIGNATURE OF AG NT LICF, SED IN STATE OF TEXAS Typed Name: Scott Miller Title: _Vice President Page 2 • Certificate of Liability Insurance DATE: October 14, 2009 SUBJECT: City Manager Approval — October 16, 2009 ITEM: Consider executing a Contract for Engineering Services with Freese and Nichols, Inc. for the Little Oaks Subdivision Improvements Project. Department: Engineering and Development Services Staff Person: Danny Halden, P.E., City Engineer Justification: In order to move forward with the Little Oaks Subdivision Improvements Project, Engineering Services are necessary. Funding: Cost: $43,715.57 Source of Funds: General Self -Financed Construction Outside Resources: Freese and Nichols, Inc. Background Information: On July 23, 2009 resolution R -09-07-23-10D2 was approved by the City Council designating Freese and Nichols, Inc. as the firm the City would begin negotiations with in order to procure Engineering Services for the Little Oaks Subdivision Improvements Project. Engineering and Development Services staff has negotiated a contract for preliminary engineering analysis and design contract. The project is anticipated to address drainage and street concerns of the neighborhood residents and/or owners. The current total budget for the entire project is $1,000,000.00. Public Comment: NA UPDATED APRIL 2008 5/12/2009 Request for City Council/City Manager Action ID I City Council p City Manager Submit completed form for all City Manager and City Council approvals. Department Name: Engineering & Development Services Contact Person: Chaz Gordon / Kathy Michna Project Mgr/Resource: Eddie Zapata Project Coordinator: N/A Assigned Attorney: Steve Sheets City Council or City Manager Approval Date: Agenda Wording r Administration Use CN Received: Tag #: � 111-- (�� 2.Dty Original Documents Received: h Project Name: Little Oaks Subdivision Improvements ContractorNendor: Freese and Nichols, Inc. Funding Source: General Self -Financed Construction Additional funding Source: Amount: $43,715.57 Account Number: October 16, 2009 Consider executing a Contract for Engineering Services with Freese and Nichols, Inc. for the Little Oaks Subdivision Improvements Project. Finance Information Is Funding Required? Initial Construction Contract Construction Contract Amendment Change Order Elilil Change in Quantity Initial Professional Services Agreement Supplemental Professional Service Agreement Purchasing/Service Agreement Purchase Order Item(s) to be purchased Yes n No ElUnforeseen Circumstances Other (Please clearly identify action on lines below) Amount $43, 715.57 FINANCE N/A Approved Finance/CIP Finance/Acct CIE Purchasing Budget Date Date Date Date APPROVALS (to be completed ONLY by Finance) F=.nai Finance Approval Required APProved Finance Director Once approvals nave been obtained please forward the OFA, blue st)eet back up info mar on and originals to City Secretary, Sara White. ITEMS WILL NOT BE PLACED ON THE COUNCIL AGENDA WITHOUT FINANCE AND LEGAL APPROVAL PRIOR TO SUBMISSION. Date R- • uired for Submission of ALL C ounci and a Mena,, r Items 1 Dept. Director Signature: *City Attorney Signa City Manager Signature: Project Mgr. SignatureZ' Date: /6-h7/' 16.: fofqoq Date: Date: 10-1.6-0c1 I n- l tc-Dc-1 City Ariomey signature is required for all items. REVISED 10/9/2009 Request for City CounciUCity Manager Action 5/12/2009 City Council n City Manager Submit completed form for all City Manager and City Council approvals. For Administration Use ONLY Received: Tag #: Original Documents Received: Department Name: Engineering & Development Services Project Name: Little Oaks Subdivision Improvements Contact Person: Chaz Gordon / Kathy Michna Project Mgr/Resource: Eddie Zapata Project Coordinator: N/A Assigned Attorney: Steve Sheets City Council or City Manager Approval Date: Agenda Wording ContractorNendor: Freese and Nichols, Inc. Funding Source: General Self -Financed Construction Additional funding Source: Amount: $43,715.57 Account Number: October 16, 2009 Consider executing a Contract for Engineering Services with Freese and Nichols, Inc. for the Little Oaks Subdivision Improvements Project. Finance Information Is Funding Required? Yes Initial Construction Contract Construction Contract Amendment Change Order Change in Quantity ® Initial Professional Services Agreement Supplemental Professional Service Agreement Purchasing/Service Agreement Purchase Order Item(s) to be purchased u u Unforeseen Circumstances No o❑ Other (Please clearly identify action on lines below) Amount $43, 715.57 FINANCE N/A Approved © El 0 APPROVALS (to be completed ONLY by Finance) Final Finance Approval Required Finance/CIP L. Olsen Date 10/13/2009 Finance/Acct E. Wilson Date 10/14/2009 Purchasing EE Bowden Date 10/14/2009 Budget P. Bryan Date 10/13/2009 Approved x Cheryl Delaney 10/13/2009 Finance Director Date Once approvals have been obtained, please forward the RFA_ blue sheet, back ;;p information and originals to City Secretary, Sara White. ITEMS WILL NOT BE PLACED ON THE COUNCIL AGENDA WITHOUT FINANCE AND LEGAL APPROVAL PRIOR TO SUBMISSION. Required for Submission of ALL City Council and City Manager Items Project Mgr. Signature: Dept. Director Signature: 'City Attorney Signature: City Manager Signature: Date: Date: Date: Date: *City Attorney signature is required for all items. REVISED 10/14/2009 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: PW/Engineering and Development Project Mgr/Resource: Eddie Zapata Council Action: ORDINANCE Agenda Wording Project Name: Little Oaks Subdivision Improvements ContractorNendor: Freese and Nichols, Inc. ri RESOLUTION City Manager Approval CMA Wording Consider executing a Contract for Engineering Services with Freese and Nichois, Inc. for the Little Oaks Subdivision Improvements Project. Attorney Approval DAttorney Notes/Comments O:\wdox\SCCInts\0199171281MISC100173403.XLS Updated 613/08