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CM-13-07-103ROUND ROCK, TEXAS nmoSr W. RRUV4RRY City of Round Rock Agenda Item Summary Agenda Number: Title: Type: Governing Body: Agenda Date: Dept Director: Cost: Indexes: Attachments: Consider executing a Contract for Engineering Services with Kennedy Consulting, Ltd. for the Arterial A Conceptual Alignment Project. City Manager Item City Manager Approval 7/12/2013 Gary Hudder, Transportation Director $49,981.00 RR Transportation and Economic Development Corporation (Type B) ESC w -Kennedy Consulting, Ltd. for Arterial A Conceptual Design (00277637), LAF- ESC w- Kennedy Consulting, Ltd - Arterial A Conceptual Design (00278002), Arterial A North Alignment exhibit Text of Legislative File CM -13-07-103 Arterial A (Kenney Fort Boulevard) is a regionally significant arterial roadway which will eventually connect from Pflugerville across Round Rock and into Georgetown. Recently, a property owner along the proposed alignment of Arterial A north of University Boulevard approached the Transportation Department about the specific alignment of this segment of the roadway , with the potential for dedication of right-of-way and a significant private investment in this portion of the road. Subsequently, City Staff contacted Kennedy Consulting, Inc. (KCI) who has been heavily involved in planning the alignment of various arterial roadways in this area of the City. This contract with KCI will provide the necessary surveying and engineering work to determine the best fit alignment of this segment of Arterial A, which may then be provided to the developer for their consideration and participation. This contract is in the amount of $49,981.00 and this work is scheduled to be completed in October, 2013. Staff recommends approval. City of Round Rock Page 1 Printed on 7/11/2013 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: Transportation Project Mgr/Resource: John Dean ECouncil Action: ORDINANCE Project Name: Arterial A Conceptual Design ContractorNendor: Kennedy Consulting, Ltd. I-1 RESOLUTION Agenda Wording EI City Manager Approval CMA Wording Consider executing a Contract for Engineering Services with Kennedy Consulting, Ltd. for the Arterial A Conceptual Design Project. Attorney Approval Attorney Notes/Comments Date 1/ i / j,3 O:1wdox\SCCInts\0199\1309\MISC\00278002.XLS Updated 6/3/08 AROUND ROCK, TEXAS PURPOSE PASSION PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: KENNEDY CONSULTING, LTD. ("Engineer") ADDRESS: 205 E. University Avenue, Suite 450, Georgetown, TX 78626 PROJECT: Arterial A Conceptual Design THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the 12 - day of , 2013 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., Goverment 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 0199.1309; 00277637 1 Rev. 04/13 00192831 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 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 tunes by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Forty -Nine Thousand Nine Hundred Eighty -One and No/100 Dollars ($49,981.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the 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 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: John Dean Project Manager 2008 Enterprise Drive Round Rock, Texas 78664 Telephone Number (512) 218-6617 Fax Number (512) 218-5563 Email Address jdean@roundrocktexas.gov 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Matt Werner, PE Project Manager 205 E. University Avenue, Suite 450 Georgetown, TX 78626 Telephone Number (512) 864-2833 Fax Number (512) 819-9625 Email Address mwerner@kci-ltd.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 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 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 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 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 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incutTed by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 1I otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Engineer shall notify City thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, and such notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental 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. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Matt Werner, PE Project Manager 205 E. University Avenue, Suite 450 Georgetown, TX 78626 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 inay 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 perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or 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. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the 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 OFR• _ ND ROC TEXAS By: — – Steve 11 C% NA.conmer ATTEST: By: Sara L. White, City Clerk KENNEDY CONSULTING, LTD. By: S iature of Principal/ P nted Name: ✓ , /e.--(//,(../ APP VED AS TO 1ORM: Stepha 15 L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance EXHIBIT A City Services Project Background This scope of services includes field surveying and development of a conceptual design and cost estimate for the planned extension of Arterial A from University Blvd. to the southern boundary of the Bell Gin Park preliminary plat for a length of approximately 4,500 linear feet (the "Project") utilizing the services of Kennedy Consulting, Ltd., (the "Engineer"). The City of Roi.md Rock (the "City") wiIl furnish to the Engineer the following information and/or perform the following tasks for those items for which the City is offering to provide information on file, the City will endeavor to provide items requested by the Engineer that are readily retrievable and germane to the Project as determined by the City at its sole discretion. Any information supplied by the City to the Engineer will consist of a minimum of one copy in a format deemed appropriate by the City at its sole discretion. 1. Provide a Project Manager to serve as the primary point of contact for the Engineer for the Project. 2. Furnish all applicable data and correspondence the City may have on file for the project. 3. Provide assistance m obtaining rights -of -entry needed for survey, or other engineering tasks that require work outside public right-of-way. 4. Provide existing typical sections, as -built drawings, and right-of-way maps that the City may have on file. 5. Provide any existing survey data the City may have on file for the vicinity of the project. 6. Provide assistance in obtaining information from local, regional, state, and federal agencies, as required. 7. Provide design criteria and approve design speed. 8. Provide timely reviews at predetermined milestones, decisions and directions necessary according to the agreed upon project schedule (Exhibit C). 9. Meet on an as needed basis to answer questions, provide guidance, and offer comment. 10. Promptly review invoices to City guidelines. EXHIBIT B Engineering Services Project Background This scope of services includes field surveying and development of a conceptual design and cost estimate for the planned extension of Arterial A from University Blvd. to the southern boundary of the Bell Gin Park preliminary plat for a length of approximately 4,500 linear feet (the "Project") utilizing the services of Kennedy Consulting, Ltd., (the "Engineer") as the prime consultant with support from the subconsultant team listed below. The conceptual design for Arterial A shall include a six lane, Major Arterial -Divided (MAD 6) roadway with sidewalks within a 135 foot -wide ROW. The typical section, pavement section, horizontal alignment, and vertical grades shall be based on City of Round Rock Transportation Criteria Manual for the appropriate functional classification and assumed field conditions. Existing ground elevations shall be obtained from the City's available LIDAR data, and shall be used to develop the proposed vertical alignment. A detailed schematic design or preparation of construction documents is not included in this scope of services. Design services during development of this project shall be performed in accordance with the latest available City of Round Rock Transportation Design and Construction Standards Criteria Manual and TxDOT manuals from the design collection located on the TxDOT website. The development of the project shall be consistent with City of Round Rock and TxDOT design procedures and practices. This project shall be developed utilizing Microstation V8i and Geopak 2004. Project Team Subconsultants a. Inland Geodetics (Field Surveying) Task: Field Surveying a. Right of entry Right of Entry (ROE) will be obtained by the Engineer from the affected landowners along the project route. This will include landowners subject to boundary line verification or data gathering on tracts adjoining the project tracts. Copies of the signed ROE letters will be supplied to the Surveyor prior to starting work. b. Design and Right-of-way (ROW) Surveys 1. The Surveyor shall generate, recover, and/or verify existing horizontal and vertical project primary control at the site, if any, and reconcile the control to known existing projects in the immediate vicinity on CR 110 and University Blvd. and the CORR GPS Page 1 of 3 Control Network. 2. The Surveyor shall establish additional secondary control as needed for the project to collect data along the length of the project. 3. The Surveyor shall, at their discretion, use 5/8" iron rods with distinguishing caps, cotton spindles (paved areas) or other durable entities for the project control as applicable. 4. The Surveyor shall perform a limited topographic "sampling" survey within the project limits. The survey will consist of 20 cross sections for the purpose of "ground- truthing" aerial LIDAR information available through CORR databases. 5. The Surveyor shall minimally field verify right-of-way monumentation, files for corunecting projects and other evidence to depict the existing right-of-way lines (or alignments) for the intersecting roads at the terminus points of the project as well as property lines of the land the project will be crossing. This task is for depiction of the property line configuration within the project lints and is not considered of acquisition quality. c. Prepare Deliverables Utilize the data collected along the Project corridor in the Field Survey to produce a Microstation 2D, 3D, TIN, DAT, and ASCII point file. Survey field notes and supporting electronic data shall be provided. Prepare a horizontal and vertical control layout exhibit which will include the benchmark system callouts. d. Assumptions The Surveyor shall notify the City prior to performing the work if: • Sufficient right-of-way monumentation cannot be found to re-establish the existing alignments and associated right-of-way lines along the project corridor. That sufficient evidence for boundary corners of affected properties can be recovered and utilized for boundary line reconstruction. Some cases with regard to the "rules of boundary reconstruction" may require additional research and field survey of adjoining properties (especially m senior rights cases). The City will be notified of such issues immediately on discovery accompanied with mitigation solutions. This may be cause to seek additional fees for resolution. • Traffic Control can be managed by the Surveyor's personnel. If abnormal conditions or additional traffic control apparatus is required, the Surveyor will notify the appropriate personnel prior to proceeding. There may be additional costs contingent to this task. • The work is delayed due to weather, access, or other circumstances beyond the Surveyor's direct control. • Existing (adjoining) Project Control cannot be recovered or verified. Page 2 of 3 Task: Preliminary Design a. Roadway Design The Engineer shall: 1. Prepare a conceptual horizontal and vertical alignment for the Arterial A extension from the planned location from University Blvd. northward approximately 4,500 linear feet to the southern boundary of the Bell Gin Park preliminary plat. 2. Make recommendations concerning crossing existing streams and floodplavns i.e. multiple box culverts, or bridge. 3. Develop conceptual roadway design cross sections. 4. Prepare a conceptual cost estimate. • A detailed Plans, Specifications, and Estimate package for construction is not included in this scope of services. • ROW acquisition documents are not included in this scope of services. b. Submittals The Engineer shall provide the following information to the City: 1. Preliminary Layout Submittal • One (1) plan & profile roll plot • One (1) Preliminary Cost Estimate 2. Final Layout Submittal • One (1) plan Sr profile roll plot • One (1) cross section roll plot • One (1) Preliminary Cost Estimate • CD containing PDF copies of all submittal items Task: General Project Management a. General Management The Engineer shall establish and maintain project schedules and budgets, develop monthly progress reports, coordinate with sub consultants, prepare invoices and meet with the City and other entities, as appropriate on an as needed basis for the duration of the project design. b. Project Coordination Meetings General project coordination with the City shall consist of one meeting per month for three months. c. Quality Assurance/Quality Control The Engineer shall review all work to assure that the work is in accordance with City requirements and that the work is completed in a timely and efficient manner. Page 3 of 3 EXHIBIT C Work Schedule This Work Authorization shall terminate on October 31, 2013, unless amended by a Supplemental Agreement. Key work items: > General Project Management > Field Surveying ➢ Preliminary Design ➢ Stakeholder Meetings o City of Round Rock o City of Georgetown o Nelson Investments o Anderson Property o Land Strategies, Inc. > Preliminary Layout Submittal > Final Layout Submittal > Project Closeout As needed, July — October 2013 July 2013 July — September 2013 August — September 2013 August 2013 September 2013 October 2013 EXHIBIT D FEE SCHEDULE FOR KENNEDY CONSULTING, LTD. ARTERIAL A CONCEPTUAL DESIGN For services described in the Scope of Services, we request the compensation as detailed below. Cost breakdowns for engineering services and explanation of expenses are shown on the following pages. LUMP SUM AMOUNT $49,981.00 EXHIBIT D Fee Schedule Description of Work or Task ` Cost l Task Totals $1,800.00 $23,960.00 $9,460.00 Kennedy Consulting, Ltd. (KCI) Task: Field Surveying Task: Preliminary Design Task: General Project Management KCI FEE SCHEDULE SUMMARY $35,220.00 $14,761.00 Inland Geodetics L.P. (INL) Task: Field Surveying INL FEE SCHEDULE SUMMARY $14,761.00 TOTAL FEE $49,981.00 y as F... Q co N 1" Q 0 0 O co.. r fA 0 O co.. K 0 O O O l0 • N (0 o O o r (O VA O O M M 1A 1 $2,000.00 I O O O O (0 C a, N (q 0 0 (00 c M M 0 O N (0 0 O O r EA 0 O coO GO N fA 0 C (00 d I V1 C N IA N ezi C~ V.GOD N 0 O W N GO M G+1 N T E p Q u O a O 0 0 1 14 1_ Csi 0 O O 4.0 0 O 0 O (O Admin 1 Prof. 1 Clerical $110.00/Hr $70.00/Hr O 0 O O 0 O O O (0 0 0 CO (D N N 0 Lb M N O at Oat O O Oat O 00) Project Senior Description of Work or Task Manager Prof.1 Prof. 2 $210.00IHr $170.00/Hr $140.00/Hr a} GO (O 0D a O O O O (p CO (O (NI4 N N O 0 N (O a 4 a 0 0 4 r O r 0 0 CO 4 N e Of C T Z co 9 0 LL Y ro i C1 4) L 'QQ, (0 Field Surveying Subtotal: Taek Prnitminary Design C du 1 1. (0 o re (0 0a r N 3. Cross sections y 1 v a b. Submittals 1. Preliminary Submittal 2. Final Submittal Preliminary Design Subtotal: Task: General Project Management a. General Management b. Project Coordination Meetings c. Quality Assurance/Quality Control Direct Expenses General Project Management Subtotal: KCI SUMMAR' Total Cost 0 0 M 0• H O. 0• Mi N Unit Cost O 0 O N trr $0.55 O u, ('j to Total Direct Expenses Quantity co 200 180 &` a = N '" N 1 Item Description Direct Expenses m rn QN 0 2 1 V. Large Format Plotting Staff Cost/ Task Totals o o ƒ _ 8 k o R k 1A.G g \ to $ / ) C ° / © § 2 Admin ! Clerical $46.001Hr o m o co co 2 -man Survey Crew $126.00/Hr o m o CO CO GPS Technician $86.00/Hr 0 2 o 0o Sto R "r% cl a CO a- Project Description of Work or Task Manager S128.00/Hr N o i - i 2 ¥ 0 r { _ ) I k(k 2 k t t \ f i .6 c5 §\/ / \ . Field Surveying Subtotal: 1NL SUMMARY I v) c a: a) ca. J x w a r .2 d d Q O y- m o 0 I 'c t6 E • C 7 co Total Cost I 0 0 i I Total Direct Expenses' $540.00 I O0• V c Z o to w LM Rs 3 a A c m p t c O O. E It 01 'o' ti a C9 EXHIBIT E Certificates of Insurance Attached Behind This Page ACORO® THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS VERAGE AFFORDED BY THE POLICIES BELOW. CERTIFICATE AFFIRMATIVELY HIS CERT F CATEOF INSURANCEDOESSURANCE ES NOT CO ST TUTE A CONTTRACTBETWEEN T OWHE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) 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). CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 2/12/2013 PRODUCER McLaughlin Brunson Insurance Agency, LLP 6600 LBJ Freeway Suite 220 Dallas TX 75240 CONTACT NAME: Patrick P McLaughlin IAICN .o.Ext1: (214) 503-1212 E-MAIL ADDRESS: FAX (A/C. (214) 503-8899 INSURER(S) AFFORDING COVERAGE NAIC B INSURER A: Travelers Indemnity Company 25658 INSURED Kennedy Consulting, Ltd. 205 E. University Ave. Suite 450 Georgetown TX 78626 INSURER B :Sentinel Insurance Co. Ltd 11000 INSURERC:Catlin Insurance Company, inc. INSURER D : INSURER E : INSURER F: 19518 F ID 18899 ON NUMBER: COVERAGES L,tr I IriwAl G INumoLr ...o,. - - EEN ISSUED TO THE INSURED NAMED ICY PERIOD HAVE THIS IS TO TO WHICH THIS INDICATED. CNOTWITHSTANDING OANY REQUIREMENT, TERM OR CONDITION OFBANY CONTRACT OR OTHER DOCUMENT WITHRESPECTR THE L 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 TYPE OF INSURANCEINSR ADDL SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYYI POLICY EXP (I,IhUDD/YYYY) LIMITS LTR EACH OCCURRENCE $ 1,000,000 GENERAL LIABILITY 2/11/2013 2/11/2019 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 B X COMMERCIAL GENERAL LIABILITY Y Y 46SBA1P5137 10, 000 CLAIMS -MADE X OCCUR MED EXP (Any one person) S PERSONAL 3 ADV INJURY $ 1,000,000 GENERAL AGGREGATE S 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 GENT. AGGREGATE LIMIT APPLIES PER: —1 POLICY [7E1 Ja1-1 LOC $ COMBINED , ia�t 1,000,000 AUTOMOBILE LIABILTYIT Y 46SBAIP5137 2/11/2013 2/11/2014 BODILY INJURY (Per person) S B X ANY AUTO ALL OWNED SCHEDULED Y No Owned Autos . BODILY INJURY (Per accident) $ AUTOS „ NUTOS O -OWNED PROPERTY DAMAGE (Per accident) $ X HIRED AUTOS AUTOS $ Y 468BAIP5137 2/11/2013 2/11/2014 EACH OCCURRENCE S 6,000,000 B X UMBRELLA LIAB X OCCUR Y AGGREGATE $ 6,000,000 EXCESS LIAB CLAIMS -MADE X 10,000 S DED RETENTON$ COMPENSA 2/11/2014 WC57AT11 OTH- X TORY LIMITS ER A WORKERS EM AND EMPLOYERS' LIABILITY y r N Y UB5536Y649 2/11/2013 E.L. EACH ACCIDENT $ 500, 000 ANY OFFICER/MEMBER EXCLUDED? 1 I l N 1 A E.L. DISEASE - EA EMPLOYEE $ 500,000 NH) (IAandatory In NH) (Mandatory If res. describe under OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 500,000 C DESCRIPTION OF Professional Liab. N Y ARD -99195-0214 2/11/2013 2/11/2014 Per Annual aim/ m/regate $ 3,000,000 $ DESCRIPTION The presented in OF OPERATIONS !LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, 11 more space Is required) claims made professional liability coverage is the total aggregate limit for all claims within the policy period and is subject to a deductible. Thirty day notice of cancellation favor of certificate holder on all policies. CERTIFICATE HOLDER CANCELLATION City of Round Rock City Manager 2221 Bast Main Street Round Rock TX 78664 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1 1 /AE.iw.tA(�Jitu+ ACORD 25 (2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 1 of 1