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CM-13-07-112City of Round Rock Agenda Item Summary Agenda Number: Title: Consider executing a Contract for Engineering Services with Dannenbaum Engineering Company -Austin, LLC for the Kenney Fort Boulevard (Arterial A) - LOMR Project. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 7/19/2013 Dept Director: Gary Hudder Cost: $35,439.74 Indexes: RR Transportation and Economic Development Corporation (Type B) Attachments: Contract for LOMR Dannenbaum K. Fort Text of Legislative File CM -13-07-112 This contract with Dannenbaum Engineering Company -Austin, LLC will provide for post construction phase services for Kenney Fort Boulevard (Arterial A) at a cost of $35,439.74. Dannenbaum will prepare the Letter of Map Revision (LOMR) and provide the survey for the cross sections; submit the LOMR to the City and the Fedral Emergency Management Agency (FEMA); and address comments from the City and FEMA. Staff recommends approval. City of Round Rock Page 1 Printed on 7/18/2013 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: Bill Stablein nCouncii Action: ORDINANCE Agenda Wording Project Name: Kenney Fort Boulevard (Arterial A) - LOMR Dannenbaum Engineering Company - Austin, Contractor/vendor: LLC Fl RESOLUTION EICity Manager Approval CMA Wording Consider executing a Contract for Engineering Services with Dannenbaum Engineering Company - Austin, LLC for the Kenney Fort Boulevard (Arterial A) - LOMR Project. Attorney Approval +► Attorney Notes/Comments Date 1 8 '3 O:\wdox\SCCInts\0199\1313\MISC100278253.XLS Updated 6/3/08 UND ROCK. TEXAS E. KUMON PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: DANNENBAUM ENGINEERING COMPANY — AUSTIN, LLC ("Engineer") ADDR SS: 3409 Executive Center Drive, Suite 129, Austin, TX 78731 PRO T: Kenney Fort Boulevard (Arterial A) - LOMR THE S ATE OF TEXAS COUN Y OF WILLIAMSON § HIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the 1 Nay of 3uu , 2013 by and between the CITY OF ROUND ROCK, a Texas home - rule mu icipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5, 99, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contract ng for professional engineering services. RECITALS: HEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Profes onal Services Procurement Act" provides for the procurement by municipalities of services of professi nal engineers; and EREAS, City and Engineer desire to contract for such professional engineering services; and HEREAS, City and Engineer wish to document their agreement concerning the requirements and resp ctive obligations of the parties; OW, THEREFORE, WITNESSETH: hat 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 perform d by the respective parties hereto, it is agreed as follows: Engineers g Services Contract Rev. 04/13 0199.131 ; 00278233 00192831 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibitare hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defned herein in Article 13) which are subsequently issued. These form the entire contract, and all are as illy a part of this Contract as if attached to this Contract or repeated herein. Service ARTICLE 1 CITY SERVICES ity 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 35 ngineer shall perform the Engineering Services in accordance with the Work Schedule as identifi d in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedul - so that the Engineering Services under this Contract may be accomplished within the specified time an at the specified cost. The Work Schedule shall provide specific work sequences and definite review Imes by City and Engineer of all Engineering Services. Should the review times or Engineering Service • take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit : timely written request for additional time, which shall be subject to the approval of the City Manag ARTICLE 3 CONTRACT TERM 1) Term. The Engineer is expected to complete the Engineering Services described herein in accorda ice with the above described Work Schedule. If Engineer does not perform the Engineering Service • in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set f.i•th below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from da, to day until such time as the Engineering Services are completed. Any Engineering Services perform d or costs incurred after the date of termination shall not be eligible for reimbursement. Engineshall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipa es, that the Engineering Services will not be completed in accordance with the Work Schedule. ) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agr • es to undertake all necessary efforts to expedite the performance of Engineering Services requires herein so that construction of the project will be commenced and completed as scheduled. In this reg rd, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall p • ceed with sufficient qualified personnel and consultants necessary to fully and timely accomp ish 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 Engine ring Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION ity shall pay and Engineer agrees to accept the amount shown below as full compensation for the En meeting Services performed and to be performed under this Contract. he amount payable under this Contract, without modification of the Contract as provided herein, : s the sum of Thirty -Five Thousand Four Hundred Thirty -Nine and 74/100 Dollars ($35A39.74) as sho n in Exhibit D. The lump suin amount payable shall be revised equitably only by written Supple -cental Contract in the event of a change in Engineering Services as authorized by City. ngineer shall prepare and submit to City monthly progress reports in sufficient detail to support the pro ress of the Engineering Services and to support invoices requesting monthly payment. Any preferr format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progres. of Engineering Services shall be an absolute condition of payment. 6.11 he fee herein referenced may be adjusted for additional Engineering Services requested and perforn ed only if approved by written Supplemental Contract. prepare Article accomp report, form a accepta ARTICLE 5 METHOD OF PAYMENT ' ayments to Engineer shall be made while Engineering Services are in progress. Engineer shall and submit to City, not more frequently than once per month, a progress report as referenced in above. Such progress report shall state the percentage of completion of Engineering Services ished during that billing period and to date. Simultaneous with submission of such progress ngineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a eptable to City. This submittal shall also include a progress assessment report in a form le to City. "rogress payments shall be made in proportion to the percentage of completion of Engineering Service • identified in Exhibit D. Progress payments shall be made by City based upon Engineering Service • actually provided and performed. Upon timely receipt and approval of each statement, City shall m. ke 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 perform d. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determation, that tasks were completed. he certified statements shall show the total amount earned to the date of submission and shall show th amount due and payable as of the date of the current statement. Final payment does not relieve Enginee • of the responsibility of correcting any errors and/or omissions resulting from his/her/its neglige ce. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be lade within thirty (30) days of the day on which the performance of services was complete, or within t irty (30) days of the day on which City receives a correct invoice for services, whichever is later. E gineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for pay ents not made in accordance with this prompt payment policy; however, this policy does not apply it 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. ity shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of •eceipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the term. of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED he Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written otice to Proceed regarding such task. The City shall not be responsible for work performed or costs in irred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM ity's Designated Representative for purposes of this Contract is as follows: ill Stablein roject Manager 08 Enterprise Drive ound Rock, TX 78664 elephone Number (512) 218-3237 x Number (512) 218-5563 mail Address bstablein@round-rock.tx.us 4 ity's Designated Representative shall be authorized to act on City's behalf with respect to this Contrast. City or City's Designated Representative shall render decisions in a timely manner pertaining to docu nents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progres. of Engineering Services. ngineer's Designated Representative for purposes of this Contract is as follows: homas C. Arndt, P.E. roject Manager 409 Executive Center Drive, Suite 129 ustin, TX 78731 elephone Number (512) 345-8505 ax Number (512) 345-9634 mail Address Tom.Arndt@dannenbattin.com dannenbatun.com ARTICLE 9 PROGRESS EVALUATION ngineer shall, from time to time during the progress of the Engineering Services, confer with City at ity's election. Engineer shall prepare and present such information as may be pertinent and necessa y, or as may be requested by City, in order for City to evaluate features of the Engineering Service . At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices • f City, or at other locations designated by City. When requested by City, such conferences shall also inc ude evaluation of the Engineering Services. hould City determine that the progress in Engineering Services does not satisfy the Work Schedul -, then City shall review the Work Schedule with Engineer to determine corrective action required. ngineer shall promptly advise City in writing of events which have or may have a significant impact t pon 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 ) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION hould City desire to suspend the Engineering Services, but not to terminate this Contract, then such su.pension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followe by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreem nt and signature of both parties. The Engineering Services may be reinstated and resumed in full for e and effect within sixty (60) days of receipt of written notice from City to resume the Engine ring Services. Such sixty-day notice may be waived in writing by agreement and signature of both pa ties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of term' rating this Contract. f City suspends the Engineering Services, the contract period as determined in Article 3, and the Wo k Schedule, shall be extended for a time period equal to the suspension period. ity assumes no liability for Engineering Services performed or costs incurred prior to the date authori .ed by City for Engineer to begin Engineering Services, and/or during periods when Engineering Service is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES f Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond he scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in riting. In the event City finds that such work does constitute extra work and exceeds the maxim n amount payable, City shall so advise Engineer and a written Supplemental Contract will be executer between the parties as provided in Article 13. Engineer shall not perform any proposed addition I work nor incur any additional costs prior to the execution, by both parties, of a written Supplen ental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engi eer relating to additional work not directly associated with the performance of the Engineering Service authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES I, City deems it necessary to request changes to previously satisfactorily completed Engineering Serviceor parts thereof which involve changes to the original Engineering Services or character of Enginee ing 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 specifies under Article 11. ngineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct rrors appearing therein, when required to do so by City. No additional compensation shall be due for uch Engineering Services. 6 determi Engine must b been ex ARTICLE 13 SUPPLEMENTAL CONTRACTS he terms of this Contract may be modified by written Supplemental Contract if City res that there has been a significant change in (1) the scope, complexity or character of the ring Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has cuted. Additional compensation, if appropriate, shall be identified as provided in Article 4. t is understood and agreed by and between both parties that Engineer shall make no claim for extra ork done or materials furnished until the City authorizes frill execution of the written Supple' ental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS 11 documents, including but not limited to drawings, specifications and data or programs stored electron cally, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcont actors are related exclusively to the services described in this Contract and are intended to be used wi h respect to this Project. However, it is expressly understood and agreed by and between the parties 1 ereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawing., estimates, specifications, investigations, studies and other documents, completed or partially complet.d), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such su sequent use made of documents by City shall be at City's sole risk and without liability to Enginee 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 therefro y execution of this Contract and in confirmation of the fee for services to be paid under this Contrac Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1'76 (or any successor copyright statute), as amended, all common law copyrights and all other intellect al property rights acknowledged by law in the Project designs and work product developed under th s 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 Enginee • or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All doct ments so lost or damaged shall be replaced or restored by Engineer without cost to City. pon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work an documents for purposes of constructing, using and maintaining the Project, provided that City shall cot: ply with its obligations, including prompt payment of all sums when due, under this Contract. Enginee shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upo the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarl credentialed design professionals to reproduce and, where permitted by law, to make changes, correcti.ns or additions to the work and documents for the purposes of completing, using and maintai ing the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein another party without the prior written contract of Engineer. However, City shall be permitted to auth rize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portion of the Instruments of Service appropriate to and for use in their execution of the Work. Submis ion or distribution of Instruments of Service to meet official regulatory requirements or for similar urposes 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. 'rior to Engineer providing to City any Instruments of Service in electronic form or City providit g to Engineer any electronic data for incorporation into the Instruments of Service, City and Engine shall by separate written contract set forth the specific conditions governing the format of such Instrum nts of Service or electronic data, including any special limitations not otherwise provided in this Contrac . Any electronic files are provided by Engineer for the convenience of City, and use of them is at City' sole risk. In the case of any defects in electronic files or any discrepancies between them and any harcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies odocuments conveyed by Engineer shall be relied upon. ngineer shall have no liability for changes made to the drawings by other engineers subsequent to the c. mpletion of the Project. Any such change shall be sealed by the engineer making that change and shal be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL ngineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perforin the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable tl em 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 immedia ely be removed from association with the project when so instructed by City. Engineer certifies hat it presently has adequate qualified personnel in its employment for performance of the Engineer ng Services required under this Contract, or will obtain such personnel from sources other than Cit . Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING E igineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Con act without prior written approval from City. All subcontracts shall include the provisions required n 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 responsi i ilities under this Contract. 8 or othe premise Engine reasona perform ARTICLE 17 EVALUATION OF ENGINEERING SERVICES ity, or any authorized representatives of it, shall have the right at all reasonable times to review .wise evaluate the Engineering Services performed or being performed hereunder and the on which it is being performed. If any review or evaluation is made on the premises of r or a subcontractor, then Engineer shall provide and require its subcontractors to provide all le facilities and assistance for the safety and convenience of City or other representatives in the nce of their duties. ARTICLE 18 SUBMISSION 01? REPORTS 11 applicable study reports shall be submitted in preliminary form for approval by City before any fina report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final re . ort. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT iolation of contract terns or breach of contract by Engineer shall be grounds for termination of this Coi ract, and any increased costs arising from Engineer's default, breach of contract, or violation of contr ct terms shall be paid by Engineer. ARTICLE 20 TERMINATION his 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. I ould City terminate this Contract as herein provided, no fees other than fees due and payable at the te 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. Compen . ation for Engineering Services at termination will be based on a percentage of the Engineering 9 Servic completed at that time. Should City terminate this Contract under Subsection (4) immediately above, hen the amount charged during the thirty -day notice period shall not exceed the amount charged during he preceding thirty (30) days. f Engineer defaults in the performance of this Contract or if City terminates this Contract for fault o the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in perf firming the Engineering Services to the date of default, the amount of Engineering Services require which was satisfactorily completed to date of default, the value of the Engineering Services which re usable to City, the cost to City of employing another firm to complete the Engineering Servicerequired and the time required to do so, and other factors which affect the value to City of the Engine ring Services performed at the time of default. I he tezmination of this Contract and payment of an amount in settlement as prescribed above shall e inguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligati ns set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contrac, 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 t. City for any additional and reasonable costs incurred by City. ngineer shall be responsible for the settlement of all contractual and administrative issues arising ut of any procurements made by Engineer in support of the Engineering Services under this Contrac 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 adminis rative 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 reg lations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. ngineer shall further obtain all permits and licenses required in the performance of the Enginee ing Services contracted for herein. (►) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Enginee ing Services performed hereunder. City is qualified for exemption pursuant to the provisions of Secti. n 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION ngineer shall save and hold harmless City and its officers and employees from all claims and liabilitiedue to activities of his/her/itself and his/her/its agents or employees, performed under this Contrac which are caused by or which result from the negligent error, omission, or negligent act of Enginee or of any person employed by Engineer or under Engineer's direction or control. 10 limited claims its agen • ngineer shall also save and hold City harmless from any and all expenses, including but not o reasonable attorneys fees which may be incurred by City in litigation or otherwise defending r liabilities which may be imposed on City as a result of such negligent activities by Engineer, s, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES ngineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptl make necessary revisions or corrections to its work product resulting from errors, omissions, or negli ent acts, and same shall be done without compensation. City shall determine Engineer's responsi.ilities 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 •larification of any ambiguities until after the construction phase of the project has been complet d. City in Registra ARTICLE 24 ENGINEER'S SEAL he responsible engineer shall sign, seal and date all appropriate engineering submissions to ccordance with the Texas Engineering Practice Act and the rules of the State Board of ion for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED ( ) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or perso s, 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, commis 'ion, 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 ha e the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct f om the contract price or compensation, or to otherwise recover, the full amount of such fee, commis on, percentage, brokerage fee, gift or contingent fee. ( ) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/itofficers, employees, agents, consultants and subcontractors will have no financial interest, direct o indirect, in the purchase or sale of any product, materials or equipment that will be recomm:nded or required for the construction of the project. ARTICLE 26 INSURANCE ( ) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term wit' e this Contract is in effect professional liability insurance coverage in the minimum amount of One Mil ion Dollars per claim from a company authorized to do insurance business in Texas and 11 otherwi e acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any not ces 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 Engine r, Engineer shall require each subconsultant performing work under this Contract to maintain during he term of this Contract, at the subconsultant's own expense, the same stipulated minimum insuran e required in Article 26, Section (1) above, including the required provisions and additional policy cInditions as shown below in Article 26, Section (3). ngineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assur 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 requires i ents among its subconsultants. City shall be entitled, upon request and without expense, to receive opies of these certificates of insurance. ) Insurance Policy Endorsements. Each insurance policy shall include the following conditio s 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. ( ) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engii eer 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 C ty shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwis: use, and to authorize others to use, any reports developed by Engineer for govermnental purposes 12 success interest prior w ARTICLE 28 SUCCESSORS AND ASSIGNS his Contract shall be binding upon and inure to the benefit of the parties hereto, their rs, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the 'tten consent of City. ARTICLE 29 SEVERABILITY 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 unenfor eability shall not affect any other provision thereof and this Contract shall be construed as if such in - lid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED his Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understa dings or written or oral contracts between the parties respecting the subject matter defined herein. his Contract may only be amended or supplemented by mutual agreement of the parties hereto in writin ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS ecords 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 represen atives at mutually convenient times. The City reserves the right to review all records it deems relevant hich are related to this Contract. ARTICLE 32 NOTICES 11 notices to either party by the other required under this Contract shall be personally delivered or maile to such party at the following respective addresses: ity: ity of Round Rock • ttention: City Manager 2 ' 1 East Main Street ound Rock, TX 78664 13 nd to: tephan L. Sheets ity Attorney 09 East Main Street ound Rock, TX 78664 ngineer: homas C. Arndt, P.E. roject Manager 409 Executive Center Drive, Suite 129 ustin, TX 78731 ARTICLE 33 GENERAL PROVISIONS ( ) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any allure of Engineer to complete the Engineering Services for each phase of this Contract within the agre d Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsi le for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the term of this Contract and the Engineer's standard of performance as defined herein. Where damage is cause to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent o such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or •emedies. ( prevente responsi performa ) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if from performing any of their obligations hereunder by reasons for which they are not le or circumstances beyond their control. However, notice of such impediment or delay in ce must be timely given, and all reasonable efforts undertaken to mitigate its effects. ( ) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, exas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terns or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Co ract shall be governed by and construed in accordance with the laws and court decisions of the State s f Texas. (4p Standard of Performance. The standard of care for all professional engineering, consultin and related services performed or furnished by Engineer and its employees under this Contract vill 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 3 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connec ion 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 teams 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. ATTEST: By: City Pesr (Abvit Sara L. White, City Clerk DANNENBAUM ENGINEERING COMPANY — AUSTIN, LLC By: Signature of Principe Printed Name: ,7/2 oW4SL• JJ/ 15 LIST OF EXHIBITS ATTACHED (1) Exh bit A City Services (2) Exh bit B Engineering Services (3) Exh bit C Work Schedule (4) Exh. bit D Fee Schedule (5) Exh. it E Certificates of Insurance EXHIBIT A City Services he City will provide the following services for the Project: Provide access to site. As Built survey of Brushy Creek Bridge and channel. Overall project management including: o Scheduling meetings and record keeping. o Processing ofpay applications and change orders. o Management of record drawings. o SW3P compliance. o FIIWA and TxDOT paperwork requirements (if required). EXHIBIT B Engineering Services he Engineer will provide the following services for the Project: • Prepare a Letter of Map Revision(LOMR): o Prepare the Letter of Map Revision based on the approved Conditional Letter of Map Revision (CLOMR) dated March 23, 2009. o Submit the LOMR to the City and the Federal Emergency Management Agency (FEMA). o Address comments from the City and FEMA. • Exclusions: o Cross Section Survey EXHIBIT C Work Schedule Attached Behind this Page EXHIBIT C CITY OF ROUND ROCK, TEXAS KENNEY FORT BLVD. 1 I k ♦ ■ I11' M$$$ Xailli h I $ As u J » 1 g I e . ni f 1 2 [ El I ..., E i 1 2 1 2 / A■ R I - / ■� k— } ! \ ! J 4 k i 9 ■ t I I te . }%: . ifi ; \ $/ . b i B k 2 7: 7 4 �s 1 k§ § / k l J \ & ; $ l i i 12 l l � 2 r.- f . , . . I 1 % - $ f s 3 f , i 2 1 I : . . . . � � � . ii E ■ e. i % i E® z. li § 0 - 04 0 _ CO CO es 0 0 _ _ Fee Schedule CO1- 0 0 1- O 00000‘f 0000001 O 00000r.o 000ciooaio Eft Eft ER Eft 69 drk CO CO Eft Nt 0) ui bfl Subconsultants • a Co 0 0 Co O O o a 0 0 O 0 0 0 0 0 ER ER to E9 e3 ER ti of M Tr (r) ER O ER O) M tri M ER 0 0 0 0 0 0 Co 0 • 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 ER ER ER ER ER ER ER Eft 0 0 Co 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0000000 ER ER Eft ER ER ER ER ER O 0 0 ER 0 0 0 ER 3 2 2 0 L !— 0 .0 N J 0 0 0 0 0 0 0 0 O .. .. .. .. .. (O .. .. . 00. N M to [� xY.se (0 0 @ (6 N 140 (0 (0 F- F- F- F- F- F- F- GRAND TOTAL: EXHIBIT E Certificates of Insurance Attached Behind This Page ACERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 5/21/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. HOLDER. THIS BY THE POLICIES AUTHORIZED IMPORTANT: I/ 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 e Tdorsement. A statement on thls certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Barmore CONTACT Insurance Agency 8511 Sam Houston Parkway E ONE Iarcc. No. E cn.713-209-2800 INC,FNo):713-209-2899 Houston TX 77075 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC H INSURER A :Continental Casualty 20443 INSURED DANNE-1 INSURER S:Valley Forge Insurance Co 120508 Dannenbaum Engineering Corp., INSURER c :Continental Insurance Co. 35289 ETOL P O Box 22292 INSURER 0:Transportation Insurance 20494 Houston TX 77027 INSURER E :Catlin Specialty Insurance 15989 INSURER F: COVERAGES CERTIFICATE NUMBER: 1480508159 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 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 LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF (MMIDDlYYY17 POLICY EXP (MMa)DIYYYY) LIMITS C GENERAL LIABILITY 2053853648 6/1/2013 5/1/2014 EACH OCCURRENCE 61,000,000 X COMMERCIAL GENERAL LIABILITY DAGE TO CLAIMS MADE X OCCUR PREM SES (EaENTED ocanence) MED EXP 6700,000 Cont. Liab.lndd (Any one person) PERSONAL & ADV INJURY 55,000 51,000,000 GENERAL AGGREGATE 52,000,000 LAGGREGATELIMITAPPPLIEESPER: ''G''E''Nj PRODUCTS-COMPADPAGO 52,000,000 1 POLICY n 128y-I I LOC $ B AUTOMOBILELIABILITYGoin 1015348305 S/1/2013/112014 III NED SINGLE OMIT (Ea accident) $1,000,000 X ANY AUTO ALL OWNED BODILY INJURY (Per person) $ AUTOS SCHEDULED AUTOS BODILY INJURY (Pe{acddenl) j HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Peraccident) $ 5 A X UMBRELLALIAB X OCCUR 2053853049 6/1/2013 3/1/2014 EACH OCCURRENCE 510,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE 510,000,000 DED 1 RETENTIONS S D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N 1022022126 5/3/2013 3/1/2014 X WCSTATU- OTH- TORY LIMITS ER ANY PROPRIETORPARTNERIEXECUTNE OFFICERR.IEMBEREXCLUDED? N NIA E.L. EACH ACCIDENT 51,000,000 (Mandatory In NH) Jr desaibe under EL DISEASE - EA EMPLOYEE 51,000,000 yyes, DESCRIPTION OF OPERATIONS beta./ EL DISEASE - POLICY LIMIT 51,000.000 E Professional Liabtity Claims Made RET Date 4/1/03 AEH254055021 4/1/2013 4/1/2014 Per Claim 5,000.000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS! LOCATIONS !VEHICLES (Attach ACORD 101, Additional Remarks Schedule, U more space Is required) See Attached... CERTIFICATE HOLDER CANCELLATION City of Round Rock 221 E. Main Street Round SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Rock TX 78664 AUTHORIZED REPRESENTATIVE SaMteti ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD "t5R AGENCY AGENCY CUSTOMER ID: DANNE-1 LOC #: ADDITIONAL REMARKS SCHEDULE Barmore Insurance Agency POLICY NUMBER CARRIER ADDITIONAL REMARKS NAIC CODE NAMED INSURED Dannenbaum Engineering Corp., ETAL P O Box 22292 Houston TX 77027 Page 1 of 1 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, FORM NUMBER. 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The General Liability and Auto policy includes a Blanket additional insured endorsement that provides additional insured status only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liabi ity, Auto and Workers' Compensation policy includes a Blanket waiver of subrogation endorsement that provides this feature only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liabi ity is primary and non-contributory to other insurance when required by written contract. Workers Compensation includes coverage for executive officers. 30 -Day Notice of Cancellation is provided per the policy terms and conditions. FULL NAMED INSURED: Dannenbaum Engineering Corporation; Office Properties,Inc., Civil Engineering Corporation, A Dannenbaum Engineering Company; Dannenbaum Engineering Corp/Klotz Associates,inc., A Joint Venture;Dannenbaum Environmental Corporation; Engineering Holding Corporation;Dannenbaum Engineering Company-Houston,LLC; Dannenbaum Engineering Company-Austm,LLC; Dannenbaum Engineering Company-Dallas,LLC; Dannenbaum Engineering Company -Fort Worth,LLC; Dannenbaum Engineering Company -McAllen LLC.;Dannenbaum Engineering Company-Laredo,LLC; Grand Parkway Consultants,LLC;Dannenbaum/Gerwick Joint Venture; Dannenbaum, Dodson & ECS ,Joint Venture;Dannenbaum Engineering Company -El Paso,LLC, DECTEC, LLC.,Dannenbaum, Dodson and Terra Nova JV,Dannenbaum, WP Moore and Terra Nova JV,and Munoz & Dannenbaum JV. ACORD 101 (200810 1) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD