Loading...
R-2014-1426 - 5/22/2014 RESOLUTION NO. R-2014-1426 WHEREAS, the City of Round Rock desires to retain engineering services for the Reuse Take Point 2014 Project; and WHEREAS, CP&Y, Inc. has submitted a Contract for Engineering Services to provide said i services;and WHEREAS, the City Council desires to enter into said contract with CP&Y, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Contract for Engineering Services with CP&Y, Inc. for the Reuse Take Point 2014 Project, a copy of said contract being attached hereto as Exhibit"A"and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 22nd day of May, 2014. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: Meagan Spinks Deputy City Clerk 4 5 EXHIBIT i „A„ ''ROUND ROCK,TEXAS PURPOSE MSI0t1 PROSPERITY i CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: CP&Y,INC. ("Engineer") ADDRESS: 13809 Research Boulevard,Suite 300,Austin,TX 78750_ PROJECT: Reuse Take Point 2014 i i THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day of ,2014 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: I I Engineering Services Contract Rev.04/13 00192831 0199.1470;00297472 I 1 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. i ARTICLE 1 CITY SERVICES City shall perform 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) Team. 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 conunenced 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 fill 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 associated with 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 sum of Forty-Six Thousand One Hundred Seven and No/100 Dollars, ($46,107.00). 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 an 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 j Article 4 above. Such progress report shall state the percentage of completion of Engineering Set-vices 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 3 i 3 t i 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 ftmds; 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: Jeff Bell Project Manager 2008 Enterprise Drive Round Rock,TX 78664 Telephone Number(512)218-7076 4 t Fax Number(512)218-5563 Email Address jbell@roundrocktexas.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: Jesse Penn,PE Project Manager 13809 Research Boulevard, Suite 300 Austin,TX 78750 Telephone Number(512)349.0700 Fax Number(512) 349-0727 Email Address jpenn@epyi.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 i 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 Rill 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 shalt 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 i 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 frill 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 confirmation 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 eomuuon law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under 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 of 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 comply with 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. 7 E 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. In 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 fiirnish 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. f i 8 r F 3 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 i 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. j 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 j 9 t 4 Y y, I f' f Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during tlfe 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 s 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 funder 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 matuier affecting the performance of this Contract, including without limitation, minimmnn/tnaximunr 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 firrther obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. t (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 tine 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/leer/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 9 k' Y 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. i ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall j promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and sarne 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 lie/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 fiill amount of such fee, conunission, 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 i. 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 o-wn 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: i (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: i I City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 I (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such fixture 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 i purposes. 12 i 3 } ARTICLE 28 Y SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their i 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. i 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 i 13 t i and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 i Engineer Jesse Peres,PE i Project Manager 13809 Research Boulevard, Suite 300 Austin, TX 78750 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 frilly 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, tinder this Contract or othet-vvise, in connection with the Engineering Services. 14 i i 4 i (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 v of Engineer's experience and qualifications and represents its judgment as an experienced and qualified t 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. (b) 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 terins 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. i 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 fiill 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 faithfiih and full performance of the terms and provisions hereof CITY OF ROUND ROCK,TEXAS APPROVED AS TO FORM: By: Alan McGraw,Mayor Stephan L. Sheets, City Attorney ATTEST: By: Sara L. White, City Clerk CP&Y, INC. By: ! Signature of Principal Printed Name: I 15 i LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services x (2)Exhibit B Engineering Services (3)Exhibit C Work Schedule s (4)Exhibit D Fee Schedule i (5)Exhibit E Certificates of Insurance i i i i 16 i r F EXHIBIT A z Y City Services The City will furnish the following information to the Engineer and/or perform the following tasks: 1. Provide existing reports or data the City has on file concerning the project, if available. a 2. Provide any available as-built plans for previous plant projects impacting the project. 3. Provide any available as-built plans for any water lines that are near to, tie into or might affect the design of the new line. 4. Provide any available utility,parcel and/or topographic mapping information of the project area. 5. Assist the Engineer, as necessary, in obtaining any required data and information from the State, County,neighboring Cities and/or other franchise utility companies. 6. Assist the Engineer by requiring appropriate utility companies to expose underground utilities within the right-of-way,when required. 7. Give prompt written notice to the Engineer whenever the City observes or otherwise becomes aware of any development that affects the scope of the Engineer's services. 8. Meet on an as needed basis to answer questions,provide guidance and offer comment. 9. Pay all fees associated with approvals and/or permits from entities when such approvals and/or permits are necessary as determined by the City. 10. Assist with property owner coordination for Right-of Entry. 11. Secure easements (using documents prepared by Engineer) as required for construction of improvements described in Engineer's final design plans. 12. Obtain necessary permits, including TxDOT permits, as required for performing work and installing water lines in the state right-of--way. 13. Provide modeling information for hydraulic review through City staff and others. EXHIBIT B 5; Engineering Services GENERAL The Brushy Creek East Wastewater Treatment Plant(WWTP)Reuse Water Take Point Project will include Preliminary Engineering for a long term reuse water take point including a pump station that can take disinfected =' effluent from either the chlorine contact basin or UV basin located in a way that optimizes the head conditions for pumping into the filter complex and eventually(after plant expansion)pumping into the transfer pump station or directly into the clearnvell.Location of the new reuse pump station will account for flood plain limits and firture plant expansion.The new reuse plump station is to have initial total pumping capacity of 6 MGD and provisions to be made for increasing the pumping capacity to 12 MGD in future.In a two pump scenario,both pumps will have variable { frequency drives(VFD).A concrete pad will be provided at the filter complex to house a small liquid chlorination facility.The Engineer will evaluate space available for new electrical controls in the existing MCC building.The e Engineer will evaluate whether the existing butterfly valve can be used for flow control into the filter or relocated for use somewhere else if needed.As a part of the preliminary engineering,the Engineer will evaluate the current hydraulic conditions upstream and downstream of the filter complex and review possible short teen improvements. The Engineer will provide necessary preliminary engineering and technical services for the Reuse Water Tank Point Project. The scope of work and engineering fee for the design phase, bid phase and construction phase for the improvements recommended in the Preliminary Engineering Report will be provided in the future upon written authorization. The scope of services and tasks are fully described below. TASK I I. BASIC SERVICES A. PRELIMINARY ENGINEERING 1. PRELIMINARY ENGINEERING REPORT DEVELOPMENT (a) Meet with City to discuss our understanding of the scope of the project. (b) Attend, conduct and document tiu•ee project meetings. Prepare meeting minutes including action items to help maintain project schedule. (c) Collect available information from the City. Reference Exhibit A. (d) Coordinate with subconsultants and the City for efforts required for modeling and survey data needed for this phase of the work. (e) Review record drawings for existing facilities,yard piping,roadways,and the City of Round Rock Hydraulic Model and master plan. (f) Work closely with the City and project stakeholders to develop preliminary design concept. (g) Evaluate hydraulic conditions and make recommendations for improvements. (h) Determine the preliminary location of the new reuse pump station and routing of yard piping and walk the site. (i) Evaluate electrical, instrumentation and controls requirements for the proposed improvements. (j) Identify if any section of the project is within Flood Plain Zone or Recharge Zones.Perform a cursory review of current and past flood plain impacts due to reuse construction and recommend additional actions as needed. (k) Prepare Preliminary Engineering Report summarizing the findings of the preliminary engineering phase. (1) Perform internal QA/QC prior to Preliminary Engineering Report submittal. (m)Develop Engineer's opinion of probable cost. (n) Submit a draft copy of PER for the City's review and comments. (o) Provide a written response to the City's comments and incorporate appropriate comments into the Final Engineering Report. (p) Submit Final Engineering Report to the City. I of 2 S } B. PROJECT MANAGEMENT SERVICES 1. PROJECT MANAGEMENT 4 (a) The Engineer will manage professional services to complete the project Preliminary Engineering phase including,progress reports, milestones and invoicing. L- (b) The Engineer will manage professional services to complete the project Special Services including, progress reports, milestones and invoicing. II. SPECIAL SERVICES A. SURVEYING SERVICES i Surveying service in this Phase will only include obtaining elevations of existing weirs,gates and other critical locations for the hydraulic evaluation. Additional surveying services will be determined once the project is better defined and existing information is reviewed. i e I. Surveyor will provide a schematic generated from record data as prepared for previous projects at the e Brushy Creek East Regional WWTP facility. 2. Surveyor will attempt recovery of survey datum control as established previously for local CORR,State t and County projects in the immediate vicinity of this project. The values will be reconciled to NAD 83 Texas Slate Plane Coordinates,Central Zone 4203,US Survey feet. 3. Collect spot elevations in theproject area at key locations to merge with previous DTMs for the project. III. ADDITIONAL SERVICES i A. SURVEY SERVICES 1. Alternatives will be evaluated as part of the Preliminary Engineering Phase.Once a final recommendation has been made and approved by the City of Round Rock,additional survey services may be required for•use in the Design Phase. B. GEOTECHNICAL SERVICES 1. Alternatives will be evaluated as part of the Preliminary Engineering Phase.Once a final recommendation has been made and approved by the City of Round Rock,geotechnical services may be required for use in the Design Phase. C. ENVIRONMENTAL SERVICES 1. Alternatives will be evaluated as part of the Preliminary Engineering Phase.Once a final recommendation has been made and approved by the City of Round Rock,environmental services may be required for use in the Design Phase. !� SCHEDULE i Engineer will submit Draft PER six weeks after receiving Notice-to-Proceed from the City and will submit Final Engineering Report two weeks after receiving comments on PER from the City. i 2 of 2 f; i EXHIBIT C Work Schedule I E i "s Task Duration Completion Date Notice to Proceed N/A May 12, 2014 Draft PER 42 Jun 23, 2014 City Review of PER 21 Jul 14, 2014 Final PER 14 Jul 28,2014 f `i EXHIBIT D Fee Schedule s `t Brushy Creek East WWTP Reuss Water Take Poiret Project I; City of Round Rock Total Labor Hours Total Loaded Labor Other Direct Costs Task Description Coat LOA 1C SERVICES, A,PRELIFMNARY ENGINEERING 388 $ 41 700.00 $ B.DESIGN AND BID DOCUMENT PREPARATION _ _ --- ---- C.BID PHASE SERVICES 0 $ $ D.CONSTRUCTION PHASE SERVICES __ - } 2 070.00 E.PROJECT INtNAGEMENT 18 $ $ F.EXPENSES $ __ __ 337.00 SUB-TOTAL BASIC ENGINEERING SERVICES __. ... 387 $ 43,770-00 s...,.,.... 331.00 It.SPECIAL SERVICES _ A SURVEY — $ 2,000.00 1 SUB-TOTAL SPECIAL SERVICES __ _ $ £_- 2,000.00 SUB-TOTAL IBASIC&SPECIAL SERVICES $ 43 770.00 $ 2 337.00 TOTAL BASIC S SPECIAL SERVICES&EXPENSES $ 46,107.00 DD SUB-TOTAL ADDITIONAL SERVICES GRAND TOTAL BASIC SPECIAL 8 ADDITIONAL SERVICES,EXPENSES $ 46,107.00 00297538.XLSX S x 2 2 O Q � t n 1,T o x F r 4 r: (L a W H c 0 a a m a Emco {� 0 �i Ul Y U Noll u l to Y �Q�j(t Ct a s uv tl �r sc—I E co M Lu LL1 I ' 431 O 0 z t ov wQA w ' wilt aw F a= k: 0 E � Z i CL FI 0 0 o w F c CO # CL C IL s � 1 mci 0 pE id w � ami o i CL CL`.=a. ams k; N ui j �+ fi ��_ ��• gyp® � '. Im am� m a U E� � a0 ca vv 13 R fiL rat4wa0. m � � _c+ 0 0 G� IT 06 Z M I � N O O IF s' O » !— e j C F v E U e 4 � y Y i m w g i EPI a � o R a 3 � C .o , c �a s CY U s � fA � o . e �o c sa d = a o v F r = N00 m a Lnm LLm " N O O X 8 'i;k a t 4 t Hy, G a� s r► a a p I P w 11! I{ i c 8 : p U fl L V A ci S m co o `E W N iUl Q t ` C 1 w 1 m� m a � r U W 4 " W N Y Z i to 5E 2 F � I CL xa a '0 'S a Cl 7 A ; cn J u U w�a uvar.. ` +S - 00 cn Ln LL _ b N O O � ( o \\ \ k \\\ 411 4414NI¥401 601 \ , [ o a $ � � f E- ƒ § :r a C', \\ - 2 _ ■ J \� � � \ \ \ _ �ILV) � \\ � : � g . ■ <�» \ o \\&- « \ \t< ® < & _ \ c \/\ f$ƒƒf ] 2 § \ -a.M7}■ 2 d» \ m 4 Ln \ t f Exhibit D Brushy Creek East WWTP Reuse Water Take Point Project City of Round Rack r Expense Item Unit Unit Cost Amount Total Cost ` CADD P(OIUSf 1ai0E F; War Plots _If— B.00 stat Ortho Plotting. U Di 2 sheet 11"X1 FM aat 8112"X 11"Biw Paper copLS,' sheet_ 0.1 S 11"X 17" M Paper Copies sheet S 0.15 - S w X 11 Color Paper Cops s sheet 1.00 180 $ __180.00 -"7 1- -f..._ sheet t.84- 40 .S_.._._ 72.00 11"Xi7"Color Paper Gopies �---�• _ °� � Fax Co les, sheet 0.10 Film and Development _ roil _ lcb" 0,50 4 X 6 Digital Color Prints w - .-- --- — Oversized Dlgltai Color Prints' 60.00 $ Standattl POs a e 0.44 15.Q0 2 =ffi 30.00 c rens Matl2Stsndard) 30,00 Express all(Oversized) _ - DBGvBrIeS -- peach 25. ,8 _..— each '° S P .Airfare e lot or - LodgiritiY---. SS00 8 Meals day S 36.00 T Mileage mlb 0.550 i00 $ 55.00 GPS ental _ 100.00wS ter- ' Cultural t orcos Archival eseaich __ each a " HazMat Databa Search each 200,000 E Miscellaneous Project Related Expenses �` SUBTOTAL DIRECT EXPENSES S 337'00 I f i i i i 00297538.XLSX i i I o- s EXHIBIT E Certificates of Insurance Attached Behind This Page z i i 1 E DATE(MMIDDNYYY) i ACC>R o CERTIFICATE OF LIABILITY INSURANCE 4/21/2014 THIS CERTIFICATE IS 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,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). r PRODUCER CONTAC NAi.IE: Too A Bryant McLaughlin Brunson Insurance Agency, LLP PHONE FAX 12601 North Central Expressway C No EMI: (214) 503-1212 AIC No:(214) 503-8899 E-MAIL Suite 1710 ADDRESS: Dallas TX 75243f INSURER{S AFFORDING COVERAGE NAIC R INSURERA:XL Specialty Insurance Company 37885 4" INSURED INSURER B:Travelers Lloyds Ins. Company 41262 CP&Y, Inc. INSURER C:Travelers indemnity Company 25658 1820 Regal Row INSURERD:Travelers indemnity Co of CT 25682 Ste 200 Dallas TX 75235 INSURER E:Hartford CasualtyInsurance Co. 29424 INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 24495 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BFLOW 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 WHICH 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. i INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR O POLICY NUMBER MMIDD MMIDDIYYYY : GENERALLtA01L1TY EACH OCCURRENCE $ 1,000,000 : O,.f..E TO RENTED B X COIJMFRCIALGENERALLIABILITY Y Y PACP1951LB95 6/1/2013 6/1/2019 PREMISES Ea occurrence) $ 1.000,000 k.. CLMFI$-I.tADE X❑OCCUR Valuable Papers MED EXP(Any oneperson) S 10,000 X Contractual Liab $2,245,000 PERSONAL BADV INJURY $ 1,000,000 X Severability of Int. GENERAL AGGREGATE S 2,000,000 , GEN'L AGGREGATE LI Mrr APPLIES PER: PRODUCTS-COl.IPIOP AGG $ 2,000,000 . POLICY R07 X j LOC S AUTOMOBILE LIABILITY Eaa/ SINGLE LIMIT D X ANYAUTO Y Y BA3865MB55 6/1/2013 6/1/2014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ §, AUTOS AUTOS ; NON OWNED PROPERTY DAMAGE S HIRED AUTOS AUTOS Per accident $ F C X UMBRELLA LIAB [I OCCUR Y Y CUPID349003 6/1/2013 6/1/2014 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAMIS-MADE AGGREGATE S 10,000,000 DED RETENTIONS $ WC STATU• OTH- WORKERS COMPENSATION X I E AND EMPLOYERS'LIABILITY Y 46WEZI4881 1/1/2014 1/1/2015 I E ANY PROPRIETORIPARTHENEX£CUTIV£ Ya NIA A E.L.EACH ACCIDENT $ 500,000 OFFICEROAELIBER EXCLUDED? N 500,000 ' (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ Ifres under E.L.DISEASE-POLICY LIMIT $ 500,000 - DESCRIPTION OF OPERATIONS Weiv B A Professional Liability N Y DPR9715580 4/1/2014 4/1/2015 Per Claim/ $ 3,000,000 Annual Aggregate $ i DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) I The claims made professional liability coverage is the total,aggregate limit for all claims presented within the policy period and is subject to a deductible. Thirty day notice of cancellation in favor of the certificate holder on all policies. The City of Round Rock is named as l additional insured with respect to all policies except Workers Compensation/Employers' Liability and Professional Liability policies as required by contract. RE: City of Round Rock Brushy Creek East r Regional WWTP Reuse Take Point PER I 3 'r 3 CERTIFICATE HOLDER CANCELLATION I i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE j THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rock Attn: City Manager 221 B. Main St. AUTHORIZED REPRESENTATIVE Round Rock TX 78664 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD Page 1 of 1 { i' City of Round Rock ROUND ROIX.TfJ(AS City Council Meeting Agenda - Draft Alan McGraw, Mayor Kris Whitfield, Mayor Pro-Tem, Place 6 Craig Morgan, Place 1 George White, Place 2 Joe Clifford, Place 3 Carlos T. Salinas, Place 4 John Moman, Place 5 Wednesday,May 21,2014 1:30 PM City Council Chambers,221 East Main St. Special Called Meeting A. CALL REGULAR SESSION TO ORDER—7:00 P.M. B. ROLL CALL C. CANVASS OF ELECTION: C.1 2014-1476 Consider the canvass of the May 10, 2014 general election. D. ADJOURNMENT POSTING CERTIFICATION 1 certify that this notice of the Round Rock City Council Meeting was posted on this 16th day of May 2014 at 5:00 p.m. as required by law in accordance with Section 551.043 of the Texas Government Code. /ORIGINAL SIGNED/ Meagan Spinks, Deputy City Clerk r Y R City of Round Rock Page 1 Printed on 511512014 3 q e f City of Round Rock ROUND ROCK,TIXAS City Council F Meeting Agenda - Draft Alan McGraw, Mayor Kris Whitfield, Mayor Pro-Tem, Place 6 Craig Morgan, Place 1 George White, Place 2 Joe Clifford, Place 3 Carlos T. Salinas, Place 4 John Moman, Place 5 Wednesday,May 21,2014 1:30 PM City Council Chambers,221 East Main St. Special Called Meeting A. CALL REGULAR SESSION TO ORDER—7:00 P.M. B. ROLL CALL I' C. CANVASS OF ELECTION: v C.1 2014-1476 Consider the canvass of the May 10, 2014 general election. D. ADJOURNMENT POSTING CERTIFICATION I certify that this notice of the Round Rock City Council Meeting was posted on this 16th day of May 2014 at 5:00 p.m. as required by law in accordance with Section 551.043 of the Texas Government Code. /ORIGINAL SIGNED/ Meagan Spinks, Deputy City Clerk 3 City of Round Rock Page 1 Printed on 5115/2014 i• 9 ( \ { ( [ ( � ( \ { [ } { { ( : ( � \ ( ( \ { ( } \ L } ( \ \ 'ROUND ROCK,TEXAS PURPOSE P)1S M PROSMrrY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES } FIRM: CP&Y.INC. ("Engineer") ADDRESS: 13809 Research Boulevard,Suite 300,Austin,TX 78750 PROJECT: Reuse Take Point 2014 THE STATE OF TEXAS § 4 COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the 22 lay of U ,2014 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.04/13 0199.1470;00297472 00192831 R-2014-1426 1 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 perform 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 a 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 tinges 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, y efforts to expedite the performance of Engineering Services and agrees to undertake all necessar required herein so that construction of the project will be conunenced 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 r (3) Notice to Proceed. Afler 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 fiill 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 associated with this Contract, in accordance with the Fee Schedule attached hereto as Exhibit D. Payment of monies due for the Engineer's subconsultant's seivices 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. 3 The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of Forty-Six Thousand One Hundred Seven and No/100 Dollars, s ($46,107.00). 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 an 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 snake 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 3 s 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 funds; or g' 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 r 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. i ARTICLE 7 NOTICE TO PROCEED i 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. r' : ARTICLE 8 PROJECT TEAM r City's Designated Representative for purposes of this Contract is as follows: Jeff Bell Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number(512)218-7076 4 r y Fax Number(512)218-5563 Email Address jbell@roundrocktexas.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: Jesse Penn,PE Project Manager 13809 Research Boulevard, Suite 300 x Austin,TX 78750 Telephone Number(512) 349-0700 Fax Number(512)349-0727 Email Address jpenrr@cpyi.corrr g i r ARTICLE 9 g, 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. t 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 firll 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 E Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES i 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 firrnished until the City authorizes full execution of the written x 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 4 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 confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights corder 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 under 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 comply with 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. 7 (I Y i 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 s` at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and k. 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. x 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. 8 k 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 NO 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. (S) 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 t 9 a Y E 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 Fr 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 pant of Engineer, then City shall give consideration to the actual costs incurred by Engineer f 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 f 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 z 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 maturer affecting the performance of this Contract, including without limitation, minimumhnaximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall fiirnish City with satisfactory proof of his/het/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. t (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 I } i 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, t 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. ti s, ARTICLE 24 i 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-collision. 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, t 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 Rill amount of such fee, cominission,percentage, brokerage fee, gift or contingent fee. is (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/leer/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 6 (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional Iiability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and i ti 11 i rt otherwise acceptable to City. Engineer shall also notify City, within twenty-four(24)hours of receipt, of z: 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 f 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, ruon- 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 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 fixture 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 minimuni 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 goverrunental purposes. 12 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. D ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED R 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. s 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 1 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Jesse Peru,PE Project Manager 13809 Research Boulevard, Suite 300 Austin, TX 78750 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 eachphase 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 samc 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. i 14 g:. (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 teams 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 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 full performance of the terms and provisions hereof. CITY OF OUND R CK,TEXAS *Stephai VEDAS TLFOM: By: Im Alan McGraw,Mayor eets, City Attorney ATTEST: i, t By: =V—Z Y CP&Y, s By: Signs tt of Priheipal Printe ame: 15 f q 4 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 t r 16 6 is EXHIBIT A City Services The City will furnish the following information to the Engineer and/or perform the following tasks: 1. Provide existing reports or data the City has on file concerning the project, if available. E 2. Provide any available as-built plans for previous plant projects impacting the project. 3. Provide any available as-built plans for any water lines that are near to, tie into or might affect the design of the new line. 4. Provide any available utility,parcel and/or topographic mapping information of the project area. 5. Assist the Engineer, as necessary, in obtaining any required data and information frons the State, County, neighboring Cities and/or other franchise utility companies. i' G. Assist the Engineer by requiring appropriate utility companies to expose underground utilities A' within the right-of-way,when required. 7. Give prompt written notice to the Engineer whenever the City observes or otherwise becomes R' aware of any development that affects the scope of the Engineer's services. f 8. Meet on an as needed basis to answer questions,provide guidance and offer comment. 9. Pay all fees associated with approvals and/or permits from entities when such approvals and/or permits are necessary as determined by the City. E 10. Assist with property owner coordination for Right-of Entry. 11. Secure easements (using documents prepared by Engineer) as required for construction of improvements described in Engineer's final design plans. 12. Obtain necessary permits, including TxDOT permits, as required for performing work and installing water lines in the state right-of-way. 13. Provide modeling information for hydraulic review through City staff and others. i fi E- fi R; F 3 EXHIBIT B Engineering Services GENERAL The Brushy Creek East Wastewater Treatment Plant(WWTP)Reuse Water Take Point Project will include Preliminary Engineering for a long term reuse water take point including a pump station that can take disinfected effluent from either the chlorine contact basin or UV basin located in a way that optimizes the head conditions for pumping into the filter complex and eventually(after plant expansion)pumping into the transfer pump station or directly into the clearwell.Location of the new reuse pump station will account for flood plain limits and future plant expansion.The new reuse pump station is to have initial total pumping capacity of MGD and provisions to be made for increasing the pumping capacity to 12 MGD in future.In a two pump scenario,both pumps will have variable frequency drives(VFD).A concrete pad will be provided at the filter complex to house a small liquid chlorination facility.The Engineer will evaluate space available for new electrical controls in the existing MCC building.The Engineer will evaluate whether the existing butterfly valve can be used for flow control into the filter or relocated for use somewhere else if needed.As a part of the preliminary engineering,the Engineer will evaluate the current hydraulic conditions upstream and downstream of the filter complex and review possible short term improvements. The Engineer will provide necessary preliminary engineering and technical services for the Reuse Water Tank Point Project. The scope of work and engineering fee for the design phase, bid phase and construction phase for the improvements recommended in the Preliminary Engineering Report will be provided in the future upon written authorization. The scope of services and tasks are fully described below. TASK I I. BASIC SERVICES A. PRELIMINARY ENGINEERING 1. PRELIMINARY ENGINEERING REPORT DEVELOPMENT (a) Meet with City to discuss our understanding of the scope of the project. (b) Attend, conduct and document three project meetings. Prepare meeting minutes including action items to help maintain project schedule. (c) Collect available information from the City. Reference Exhibit A. (d) Coordinate with subconsultants and the City for efforts required for modeling and survey data needed for this phase of the work. (e) Review record drawings for existing facilities,yard piping, roadways,and the City of Round Rock Hydraulic Model and master plan. (f) Work closely with the City and project stakeholders to develop preliminary design concept. (g) Evaluate hydraulic conditions and make recommendations for improvements. (h) Determine the preliminary location of the new reuse pump station and routing of yard piping and walk the site. (i) Evaluate electrical,instrumentation and controls requirements for the proposed improvements. 0) Identify if any section of the project is within Flood Plain Zone or Recharge Zones.Perform a cursory review of current and past flood plain impacts due to reuse construction and recommend additional actions as needed. (k) Prepare Preliminary Engineering Report summarizing the findings of the preliminary engineering phase. (1) Perform internal QA/QC prior to Preliminary Engineering Report submittal. (m)Develop Engineer's opinion of probable cost. (n) Submit a draft copy of PER for the City's review and comments. (o) Provide a written response to the City's continents and incorporate appropriate comments into the Final Engineering Report. (p) Submit Final Engineering Report to the City. I of 2 B. PROJECT MANAGEMENT SERVICES 1. PROJECT MANAGEMENT (a) The Engineer will manage professional services to complete the project Preliminary Engineering phase including,progress reports,milestones and invoicing. (b) The Engineer will manage professional services to complete the project Special Services including, progress reports, milestones and invoicing. II. SPECIAL SERVICES A. SURVEYING SERVICES Surveying service in this Phase will only include obtaining elevations of existing weirs,gates and other critical locations for the hydraulic evaluation. Additional surveying services will be determined once the project is better defined and existing information is reviewed. 1. Surveyor will provide a schematic generated from record data as prepared for previous projects at the Brushy Creek East Regional WWTP facility. 2. Surveyor will attempt recovery of survey datum control as established previously for local CORR,State z and County projects in the immediate vicinity of this project. The values will be reconciled to NAD 83 Texas State Plane Coordinates,Central Zone 4203,US Survey feet. 3. Collect spot elevations in the project area at key locations to merge with previous DTMs for the project. III. ADDITIONAL SERVICES A. SURVEY SERVICES 1. Alternatives will be evaluated as part of the Preliminary Engineering Phase.Once a final recommendation has been made and approved by the City of Round Rock,additional survey services may be required for use in the Design Phase. I3, GEO"TECHNICAL SERVICES 1. Alternatives will be evaluated as part of the Preliminary Engineering Phase.Once a final recommendation has been made and approved by the City of Round Rock, geotechnical services may be required for use in the Design Phase. C. ENVIRONMENTAL SERVICES Y: 1. Alternatives will be evaluated as part of the Preliminary Engineering Phase.Once a final , recommendation has been made and approved by the City of Round Rock,environmental services may be required for use in the Design Phase. 1 SCHEDULE Engineer will submit Draft PER six weeks after receiving Notice-to-Proceed from the City and will submit Final Engineering Report two weeks after receiving comments on PER from the City. f 2 of 2 i g' EXHIBIT C Work Schedule Task Duration Completion Date Notice to Proceed N/A May 12, 2014 Draft PER 42 Jun 23,2014 City Review of PER 21 Jul 14, 2014 Final PER 14 Jul 28, 2014 S t f EXHIBIT D F Fee Schedule 8rw;hyCn9ek ESI!WWTP Rou",Watw teks Point Projed City of Round Rock Task Description Total Labor Hours Total Loaded Labor Other Direct Costs Cost L BASIC SERVICES______ A.PRELIMINARY ENGINEERING _ 309 _ i -- 41.700.00 ><_ B.DESIGN AND BID DOCUMENT PREPARATION0 C.810 PHASE SERVICES D.CONSTRUCTION PHASE SERVICES _ 0 i - $__... E.PROJECT MANAGEMENT _ 18 $ _ 2,070.00 $ F.EXPENSES _ i 337.00 SUB-TOTAL BASIC ENGINEERING SERVICES 387 S 43,T10.00 i _ 337.00 Il.SPECIAL SERVICES A.SURVEY _ $ 2,000.00 SUB-TOTAL SPECIAL SERVICES i S 2,000.00 SUB-TOTAL BASIC&SPECIAL SERVICES 43 770.00 2 337.00 TOTAL BASIC&SPECIAL SERVICES&EXPENSES S 48,107.00 p1.ADDITIONAL SERVICES SUB-TOTAL ADDITIONAL SERVICES _S $ GRAND TOTAL BASIC SPECIAL&ADDITIONAL SERVICES,EXPENSES $ 48107 00 F t S } 00297538.XLSX z 3� t } (i g V { N :►is a io ` oo v c 4v 8 r V t F r s p g z ' w t a c $8 a w < o d V iq f} D OE. Y.rE CO 00L a rn N rt, O O i' x 's E 8 { b k � o o r 90 f` w op x s N � � i t ¢k' 8 N Y r it 3 tlu IL Ilia o ; x c 8 1 V V 2 a o U 2 LL _ M '. LnN O O is a z a ,yy 1 v � � N C i t i 8 g » � r M } 7 � t V C r E m X .G V V i(Ff V`v bw M W ' N O { d k � a g x r S 8 w 8 8 n O } c f a v { d 0/ x y X A v v w u v v c 00 Ul L LL Ln m n N O O i f t t e z: o � r � N d � g a° g Y w r► s, e O � k n t r U � � a v x a 3 C U co � W X Ul I�L n N O O F Exhibit D } Brushy Creek East WVifTP Reuse Water Take Point Project f City of Round Rock E k Expense Item Unit Unit Cost Amount Total Cost f CADD Plotting sf t_ 1.50 Mylar Plots if — 6.00 D ttai Ortho Plotting _ _ _ If 2.00 11"X 17"Mylar _ sheet $ _-1.00 81/2"X 11"BIW Paper Copies street 0.10 11"X 17"BNV Paper Copies _P- street S 0.15 S x 8112"X 11"Color Paper Copies _ _ _ - street i 1.00 180 ,i MAO x' 11"X 17"Color Paper Copies street S 1.80 4_0_ S 72.00 Fax C iessheet 0.10 Film and Development roU S 8.00 - _4 X 6 Digital Color Prints _ _-_--_ 4- 0.50 Oversized Digital Color Prints re $ 50.00 Standard Postage letter $ 0.44_ _- Express each S 15.00 30. r Express Mail(Oversized) each _ S -30.00 _ Deliveries ,__ _— -._ - each S 25.00 -- Airfare - _ each S _ 200.00 Rental Car day 80.00 Lodging - __ da 85.00 _ $ Meals day S 36.00 Mileage — - - _- mile 0.550 100 100A00 E GPS Rental _.Wilr Cultural Resources Archival Researcheach S 500.000 0 i HazMat Database Search - each $ 200.000 Miscellaneous Project Related Expenses NA at cost NA SUBTOTAL DIRECT EXPENSES y s` ml 4 F-- t- L g 00297538.XLSX P EXHIBIT E Certificates of Insurance f Attached Behind This Page F: R E q: X 4 e }E f f 3#. 5 i is t { 4 G°- r S g a' t fi e "t Ac R 4/21 ® CERTIFICATE OF LIABILITY INSURANCE DATE F 4/21/2014 THIS CERTIFICATE IS 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, the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NAMffT Joe A Bryant McLaughlin Brunson Insurance Agency, LLP PHONE FAX 12801 North Central Expressway (214) 503-1212 AJC No):(214) 503-8899 (, Suite 1710 ADDRESS: Dallas TX 75243 INSURERS AFFORDING COVERAGE MAIC 0 €. INSURERA:XL Specialty Insurance Company 37885 z. INSURED INSURER B:Travelers Lloyds Ins. Company 41262 CP&Y, Inc. INSURERC:Travelers Indemnity Company 25658 1820 Regal Row INSURER D:Travelers Indemnity Co of CT 25682 Ste 200 Dallas TX 75235 INSURER E:Hartford Casualty Insurance Co. 29424 INSURER F: COVERAGES CERTIFICATE NUMBER:cert ID 24495 REVISION NUMBER: THIS)S 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 WHICH 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP UAII78 LTR TYPE OF INSURANCE POLICYNUMBER MWD MMIDDIYY , GENERAL L4/101LiTY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED B X COMMERCIAL GENERAL LIABILITY Y Y PACP1951L895 6/1/2013 6/1/2014 PREMISES Eaoccu a c) $ 1,000,000 CLAIMS-M ADE X�OCCUR Valuable Papers MED EXP(Any one person) S 10,000 X Contractual Liab $2,245,000 PERSONAL 3ADVINJURY $ 11000,000 X Severability of Int. GENERALAGGREGATE $ 2,000,000 t; GENLAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG S 2,000,000 POLICY SEC X LOC $ AUTOMOBILE LIABILITYWe COMBINED SINGLE LIMIT 1,000,000 , D X ANY AUTO Y Y BA386511855 6/1/2013 6/1/2014 BODILY INJURY(Per person) $ Y ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS (Per t S ( C X UMBRELLALIAB X OCCUR Y Y CUP2D349003 6/1/2013 6/1/2014 EACH OCCURRENCE $ 10,000,000 EXCESS LIAR CLAIIAS4,64DE AGGREGATE $ 10,000,000 DED RETENTION$ $ E WORKERS COMPENSATION y 46WEZ24881 1/1/2014 1/1/2015 X WCSTATT DTH AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTrVE E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBEREXCLUDED? ❑N N!A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 Ifyyees,describe under * DESCRIPTIONOFOPERATIONSbebw E.L.DISEASE-POLICY LIMIT $ 500,000 A Professional Liability N Y DPR9715580 4/1/2014 4/1/2015 Per Claim/ $ 3,000,000 Annual Aggregate $ vt DESCRIPTION OF OPERATIONS 1 LOCATIONS J VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if mon space is required) The claims made professional liability coverage is the total.aggregate limit for all claims presented within the policy period and is subject to a deductible. Thirty day notice of cancellation in favor of the certificate holder on all policies. The City of Round Rock is named as additional insured with respect to all policies except Workers Compensation/Employers, Liability and Professional Liability policies as required by contract. RE: City of Round Rock Brushy Creek East Regional WWTP Reuse Take Point PER ) 4 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE t THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN x ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rack Attn: City Manager 221 E. Main St. AUTHORIZED REPRESENTATIVE Round Rock TX 78669 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD i' Page 1 of 1