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R-06-12-21-9F3 - 12/21/2006RESOLUTION NO. R -06-12-21-9F3 WHEREAS, the City of Round Rock desires to retain engineering services for the Water Treatment Plant for the Cedar Park/Round Rock/Leander Regional Water System Improvements, and WHEREAS, Camp Dresser & McKee, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with Camp Dresser & McKee, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Contract for Engineering Services with Camp Dresser & McKee, Inc. for the Water Treatment Plant for the Cedar Park/Round Rock/Leander Regional Water System Improvements, a copy of said contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 21st day of December, 006. NYL E , Mayor Ci y of Round Rock, Texas ATTES : ' CHRISTINE R. MARTINEZ, City Secretar 0:\Wdox\RESOLUTI\R61221F3.WPD/xmc Draft; Redline; 12/04/06 CONTRACT FOR ENGINEERING SERVICES FIRM: CAMP DRESSER & McKEE, INC.("Engineer") ADDRESS: 12357-A Riata Trace Parkway, Suite 210 Austin, Texas 78727 PROJECT: Water Treatment Plant for the Cedar Park / Round Rock / Leander Regional Water System Improvements THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the _ day of , 2006 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 "Round Rock"), the CITY OF CEDAR PARK, a Texas home - rule municipal corporation, whose offices are located at 600 North Bell Blvd., Cedar Park, Texas 78613, (hereinafter referred to as "Cedar Park"), the CITY OF LEANDER, a Texas home -rule municipal corporation, whose offices are located at 200 W. Willis St., Leander, Texas 78641 (hereinafter referred to as "Leander"), (all collectively referred to hereinafter as "Owners") and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement of services of professional engineers; and WHEREAS, Owners and Engineer desire to contract for such professional engineering services; and WHEREAS, Owners 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 EXHIBITA Rev. 04/06/05 File Name: CDM/00107371 lb 1 1A "An 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 OWNERS' SERVICES Owners shall perform or provide services as identified in Exhibit A entitled "Owners' Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services," and in accordance with the Regional Water System Project Schedule ("Project Schedule") as identified in Exhibit C. Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit D entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by Owners 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 unanimous approval of the Owners. 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 Owners shall have the right to terminate this Contract as set forth below in Article 20. So long as the Owners elect 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 Owners in writing as soon as possible if 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 in accordance with the Project Schedule and the Work Schedule. 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 2 consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by Owners to proceed as provided in Article 7. ARTICLE 4 COMPENSATION Owners 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. Owners and Engineer agree that the Engineer's compensation will be paid by Owners in the following percentages: Round Rock: 38.56% Leander 47.26% Cedar Park 14.18% The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of and No/100 Dollars ($ ) as shown in Exhibit E. 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 Owners. Engineer shall prepare and submit to Owners 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 Owners 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 Owners, 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 two (2) copies of a certified invoice in a form acceptable to Owners, with the invoice cost allocated among the Owners in the percentages set forth in Article 4 above. This submittal shall also include a progress assessment report in a form acceptable to Owners. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit E. Progress payments shall be made by Owners based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, Owners shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. 3 Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to Owners, adequate and sufficient in its determination, that tasks were satisfactorily 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 its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which Owners receive 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 Owners 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 Owners 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 Owners in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. Owners 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 Owners have issued a written Notice to Proceed regarding such task. The Owners 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. m W ARTICLE 8 PROJECT TEAM Owners' Designated Representatives for purposes of this Contract are as follows: CITY OF ROUND ROCK Jim Nuse 221 E. Main St. Round Rock, Texas 78664 Telephone Number: (512) 218-5401 Fax Number: (512) 218-7097 Email Address: jnuseground-rock.tx.us CITY OF CEDAR PARK Brenda Eivens 600 North Bell Blvd. Cedar Park, Texas 78613 Telephone Number: (512) 401-5020 Fax Number: (512) 258-8602 Email Address: eivens@ci.cedar-park.tx.us CITY OF LEANDER Anthony `Riff' Johnson P.O. Box 319 Leander, Texas 78646 Telephone Number: (512) 528-2712 Fax Number: (512) 528-2831 Email Address: biff@ci.leander.tx.us Owners' Designated Representatives shall be authorized to act on Owners' behalf with respect to this Contract. Owners or Owners' Designated Representatives 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. Owners may designate in writing alternate Designated Representatives as they deem necessary or desirable. Engineer's Designated Representative for purposes of this Contract is as follows: Camp Dresser & McKee, Inc. Allen D. Woelke, P.E. Vice President 12357-A Riata Trace parkway, Suite 210 Austin, Texas 78727 Telephone Number: (512) 346-1100 Fax Number: (512) 345-1483 Email Address: woelkead@cdm.com 5 ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with Owners at Owners' election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by Owners, in order for Owners to evaluate features of the Engineering Services. At the request of Owners or Engineer, conferences shall be provided at Engineer's office, the offices of Owners, or at other locations designated by Owners. When requested by Owners, such conferences shall also include evaluation of the Engineering Services. Should Owners determine that the progress in Engineering Services does not satisfy the Work Schedule, then Owners shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise Owners 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 Owners assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should Owners desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by Owners 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 all parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from Owners to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of all parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If Owners suspend 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. Owners assume no liability for Engineering Services performed or costs incurred prior to the date authorized by Owners for Engineer to begin Engineering Services, and/or during periods when Engineering Services are suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, it shall promptly notify Owners in writing. In the event Owners find that such work does constitute extra work and exceeds the maximum amount payable, Owners 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 all parties, of a written Supplemental Contract. Owners 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 Owners deem 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 Owners. 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 Owners. No additional compensation shall be due for such Engineering Services. ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if Owners determine 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 Owners. 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 all parties that Engineer shall make no claim for extra work done or materials furnished until the Owners authorize full execution of the written Supplemental Contract and authorization to proceed. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of Owners and shall be furnished to Owners upon request. All documents prepared by Engineer and all documents furnished to 7 Engineer by Owners shall be delivered to Owners upon completion or termination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished Owners under this Contract. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of Owners, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by Owners. 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 Owners. Engineer may not change the Project Manager without prior written consent of Owners. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from Owners. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by Owners prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES Owners, or any of their authorized representatives, 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 they are 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 Owners 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 written approval by Owners before any final report is issued. Owners' comments on Engineer's preliminary reports shall be addressed in any final report. 3 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 all parties. (2) By Owners, 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 Owners, for reasons of their 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 Owners 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, Owners shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should Owners 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 Owners terminate this Contract for fault on the part of Engineer, then Owners 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 Owners, the cost to Owners 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 Owners 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 Owners 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 its contractual obligations, then Owners may take 6 over the Project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to Owners for any additional and reasonable costs incurred by Owners. 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 Owners with satisfactory proof of 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. Owners are 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 Owners and their officers and employees from all claims and liabilities due to activities of itself and 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. Engineer shall also save and hold Owners harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by Owners in litigation or otherwise defending claims or liabilities which may be imposed on Owners 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 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. Owners 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, 10 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 Owners 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 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 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, Owners reserve 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, 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 ($1,000.000.00) per occurrence from a company authorized to do insurance business in Texas and otherwise acceptable to Owners. Engineer shall also notify Owners, 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 11 requirements among its subconsultants. Owners shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to Owners by certified mail to: City of Round Rock City Manager 221 East Main Street Round Rock, Texas 78664 City of Cedar Park City Manager 600 North Bell Blvd. Cedar Park, Texas 78613 City of Leander City Manager P.O. Box 319 Leander, Texas 78646 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by Owners, to any such future coverage, or to Owners' 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 Owners. Such Certificates of Insurance are evidenced as Exhibit F herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS Owners 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. 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 12 interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of Owners. Engineer agrees that this Contract may be assigned by Owners to a Local Government Corporation or similar entity created by the Owners. 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 Owners and Engineer, shall be kept on a generally recognized accounting basis and shall be available to Owners or its authorized representatives at mutually convenient times. The Owners reserve the right to review all records they deem 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 of Round Rock: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 13 City of Cedar Park: City of Cedar Park Attention: City Manager 600 North Bell Blvd. Cedar Park, TX 78613 and to: Leonard Smith City Attorney 1103 Cypress Creek Road, Ste. 102 Cedar Park, TX 78613 Leander: City of Leander Attention: City Manager P.O. Box 319 Leander, TX 78646 and to: Diana Granger Leander City Attorney 223 W. Anderson Lane, Suite A-105 Austin, TX 78752 Engineer: Camp Dressser & McKee Inc. Allen De. Woelke, P.E. Vice President 12357-A Riata Trace Parkway, Suite 210 Austin, Texas 78727 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for its delays or for failures to use 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 Owners due to Engineer's negligent failure to perform, Owners may accordingly withhold, to the extent 14 of such damage, Engineer's payments hereunder without waiver of any of Owners' additional legal rights or remedies. (2) Force Majeure. Neither Owners 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 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. (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 Owners to enter into this Contract. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed in their corporate name by their duly authorized representatives, thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. 15 CITY OF ROUND ROCK, TEXAS By: Nyle Maxwell, Mayor ATTEST: By: Christine Martinez, City Secretary CITY OF CEDAR PARK, TEXAS By: Robert S. Lemon, Mayor ATTEST: By: LeAnn Quinn, City Secretary CITY OF LEANDER, TEXAS By: John Cowman, Mayor ATTEST: By: Debbie Haile, City Secretary CAMP DRESSER & McKEE INC. By: Allen D. Woelke, P.E., Vice President 16 APPROVED AS TO FORM: Stephan L. Sheets, City Attorney APPROVED AS TO FORM: Leonard Smith, City Attorney APPROVED AS TO FORM: Diana Granger, Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A Owners Services (2) Exhibit B Engineering Services (3) Exhibit C Project Schedule (4) Exhibit D Work Schedule (5) Exhibit E Fee Schedule (6) Exhibit F Certificates of Insurance 17 The Owners will provide items/information/assistance: 1. 2. 3. EXHIBIT A Owners Services to the Engineer under this agreement the following EXHIBIT B Engineering Services EXHIBIT C Regional Water System Project Schedule Draft; Redline; 12/04/06 EXHIBIT D Work Schedule EXHIBIT E Fee Schedule EXHIBIT F Certificates of Insurance SEE ATTACHMENT `A C W i i O Z a CL c� LU ui W O CL i ►dip Rd m v Y LU F W Z Z w aarr w w w X33333 -C k too p N (+f 1A 9cr N Sol Mal I I DATE: December 15, 2006 SUBJECT: City Council Meeting - December 21, 2006 ITEM: 9.F.3. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with Camp Dresser & McKee, Inc. regarding the Water Treatment Plant for the Cedar Park/Round Rock/Leander Regional Water System Improvements. Department: Water and Wastewater Utilities Staff Person: Tom Word, Chief of Public Works Operations Justification: The Parties of the Regional Water Supply System have agreed to jointly pursue the Preliminary Design Services. These services will provide the basis for the final design and construction of the infrastructure required to implement the Regional Water Supply System for the Parties. All Preliminary Design Costs shall be shared by the Parties according to their ultimate capacity allocation percentage in the Regional Water System. These percentages are Round Rock, 38.56%; Cedar Park, 14.18%; and Leander, 47.26%. Funding: Cost: $271,120.00 Source of funds: Utility Self -Financed Construction - Water Outside Resources: Camp Dresser & McKee, Inc. Background Information: This contract for Engineering Services for the Water Treatment Plant are for preliminary design services, including site selection, high service pump station, facility plan, SCADA system and phasing required to deliver treated water to the Parties. The engineering fees will be paid on a percentage of the ultimate capacity needed by each Party. The total cost of this contract will be $703,112.00 with Round Rock's share being $271,120. The City of Round Rock's percentage is 38.56%, based on an ultimate capacity in the system of 40.8 mgd. Public Comment: N/A CONTRACT FOR ENGINEERING SERVICES FIRM: CAMP DRESSER & McKEE, INC.("Engineer") ADDRESS: 12357-A Riata Trace Parkway, Suite 210 Austin, Texas 78727 PROJECT: Water Treatment Plant for the Cedar Park / Round Rock / Leander Regional Water System Improvements THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the 21 st day of December, 2006 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 "Round Rock"), the CITY OF CEDAR PARK, a Texas home -rule municipal corporation, whose offices are located at 600 North Bell Blvd., Cedar Park, Texas 78613, (hereinafter referred to as "Cedar Park"), the CITY OF LEANDER, a Texas home -rule municipal corporation, whose offices are located at 200 W. Willis St., Leander, Texas 78641 (hereinafter referred to as "Leander"), (all collectively referred to hereinafter as "Owners") and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement of services of professional engineers; and WHEREAS, Owners and Engineer desire to contract for such professional engineering services; and WHEREAS, Owners and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev. 04/06/05 File Name: CDM/0010821.21 R -04P -1 2-a 1-QF3 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 OWNERS' SERVICES Owners shall perform or provide services as identified in Exhibit A entitled "Owners' Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services," and in accordance with the Regional Water System Project Schedule ("Project Schedule") as identified in Exhibit C. Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit D entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by Owners 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 unanimous approval of the Owners. 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 Owners shall have the right to terminate this Contract as set forth below in Article 20. So long as the Owners elect 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 Owners in writing as soon as possible if 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 in accordance with the Project Schedule and the Work Schedule. 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 N consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by Owners to proceed as provided in Article 7. ARTICLE 4 COMPENSATION Owners 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. Owners and Engineer agree that the Engineer's compensation will be paid by Owners in the following percentages: Round Rock: 38.56% Leander 47.26% Cedar Park 14.18% The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of Seven Hundred Three Thousand, One Hundred Twelve and No/100 Dollars ($703,112.00) as shown in Exhibit E. 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 Owners. Engineer shall prepare and submit to Owners 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 Owners 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 Owners, 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 two (2) copies of a certified invoice in a form acceptable to Owners, with the invoice cost allocated among the Owners in the percentages set forth in Article 4 above. This submittal shall also include a progress assessment report in a form acceptable to Owners. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit E. Progress payments shall be made by Owners based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, Owners shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to Owners, adequate and sufficient in its determination, that tasks were satisfactorily 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 its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which Owners receive 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 Owners 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 Owners 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 Owners in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. Owners 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 Owners have issued a written Notice to Proceed regarding such task. The Owners 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. C! ARTICLE 8 PROJECT TEAM Owners' Designated Representatives for purposes of this Contract are as follows: CITY OF ROUND ROCK Jim Nuse 221 E. Main St. Round Rock, Texas 78664 Telephone Number: (512) 218-5401 Fax Number: (512) 218-7097 Email Address: jnuse@round-rock.tx.us CITY OF CEDAR PARK Brenda Eivens 600 North Bell Blvd. Cedar Park, Texas 78613 Telephone Number: (512) 401-5020 Fax Number: (512) 258-8602 Email Address: eivens@ci.cedar-park.tx.us CITY OF LEANDER Anthony `Riff' Johnson P.O. Box 319 Leander, Texas 78646 Telephone Number: (512) 528-2712 Fax Number: (512) 528-2831 Email Address: biff@ci.leander.tx.us Owners' Designated Representatives shall be authorized to act on Owners' behalf with respect to this Contract. Owners or Owners' Designated Representatives 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. Owners may designate in writing alternate Designated Representatives as they deem necessary or desirable. Engineer's Designated Representative for purposes of this Contract is as follows: Camp Dresser & McKee, Inc. Allen D. Woelke, P.E. Vice President 12357-A Riata Trace parkway, Suite 210 Austin, Texas 78727 Telephone Number: (512) 346-1100 Fax Number: (512) 345-1483 Email Address: woelkead@cdm.com 5 ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with Owners at Owners' election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by Owners, in order for Owners to evaluate features of the Engineering Services. At the request of Owners or Engineer, conferences shall be provided at Engineer's office, the offices of Owners, or at other locations designated by Owners. When requested by Owners, such conferences shall also include evaluation of the Engineering Services. Should Owners determine that the progress in Engineering Services does not satisfy the Work Schedule, then Owners shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise Owners 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 Owners assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should Owners desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by Owners 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 all parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from Owners to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of all parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If Owners suspend 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. Owners assume no liability for Engineering Services performed or costs incurred prior to the date authorized by Owners for Engineer to begin Engineering Services, and/or during periods when Engineering Services are suspended, and/or subsequent to the contract completion date. ri ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer fortes a reasonable opinion that any work it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, it shall promptly notify Owners in writing. In the event Owners find that such work does constitute extra work and exceeds the maximum amount payable, Owners 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 all parties, of a written Supplemental Contract. Owners 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 Owners deem 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 Owners. 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 Owners. No additional compensation shall be due for such Engineering Services. ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if Owners determine 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 Owners. 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 all parties that Engineer shall make no claim for extra work done or materials furnished until the Owners authorize full execution of the written Supplemental Contract and authorization to proceed. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of Owners and shall be furnished to Owners upon request. All documents prepared by Engineer and all documents furnished to 7 Engineer by Owners shall be delivered to Owners upon completion or termination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished Owners under this Contract. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of Owners, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by Owners. 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 Owners. Engineer may not change the Project Manager without prior written consent of Owners. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from Owners. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by Owners prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES Owners, or any of their authorized representatives, 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 they are 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 Owners 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 written approval by Owners before any final report is issued. Owners' 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 all parties. (2) By Owners, 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 Owners, for reasons of their 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 Owners 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, Owners shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should Owners 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 Owners terminate this Contract for fault on the part of Engineer, then Owners 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 Owners, the cost to Owners 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 Owners 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 Owners 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 its contractual obligations, then Owners may take 0 over the Project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to Owners for any additional and reasonable costs incurred by Owners. 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 Owners with satisfactory proof of 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. Owners are 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 Owners and their officers and employees from all claims and liabilities due to activities of itself and 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. Engineer shall also save and hold Owners harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by Owners in litigation or otherwise defending claims or liabilities which may be imposed on Owners 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 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. Owners 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, 10 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 Owners 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 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 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, Owners reserve 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, 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 ($1,000.000.00) per occurrence from a company authorized to do insurance business in Texas and otherwise acceptable to Owners. Engineer shall also notify Owners, 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 11 requirements among its subconsultants. Owners shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to Owners by certified mail to: City of Round Rock City Manager 221 East Main Street Round Rock, Texas 78664 City of Cedar Park City Manager 600 North Bell Blvd. Cedar Park, Texas 78613 City of Leander City Manager P.O. Box 319 Leander, Texas 78646 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by Owners, to any such future coverage, or to Owners' 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 Owners. Such Certificates of Insurance are evidenced as Exhibit F herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS Owners 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. 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 12 interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of Owners. Engineer agrees that this Contract may be assigned by Owners to a Local Government Corporation or similar entity created by the Owners. 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 Owners and Engineer, shall be kept on a generally recognized accounting basis and shall be available to Owners or its authorized representatives at mutually convenient times. The Owners reserve the right to review all records they deem 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 of Round Rock: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 13 City of Cedar Park: City of Cedar Park Attention: City Manager 600 North Bell Blvd. Cedar Park, TX 78613 and to: Leonard Smith City Attorney 1103 Cypress Creek Road, Ste. 102 Cedar Park, TX 78613 Leander: City of Leander Attention: City Manager P.O. Box 319 Leander, TX 78646 and to: Diana Granger Leander City Attorney 223 W. Anderson Lane, Suite A-105 Austin, TX 78752 Engineer: Camp Dressser & McKee Inc. Allen De. Woelke, P.E. Vice President 12357-A Riata Trace Parkway, Suite 210 Austin, Texas 78727 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for its delays or for failures to use 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 Owners due to Engineer's negligent failure to perform, Owners may accordingly withhold, to the extent 14 of such damage, Engineer's payments hereunder without waiver of any of Owners' additional legal rights or remedies. (2) Force Majeure. Neither Owners 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 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. (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 Owners to enter into this Contract. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed in their corporate name by their duly authorized representatives, thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. 15 ATTE T: By: , Christine Martinez, City Secretary 16 APP VE D /AST FORM: L Steph h L. Sheets, City Attorney CITY OF CEDAR PARK, TEXAS By:�`� (iW Rebert�S�-demon, mayor ATTEST: LeAnn Quinn, City Secretary 17 AP ROVED AS TO FORM: s Leonard Smit , J CFEST: DER, TE S APPROVED TO FORM: B n, Mayor Diana Gra er, Atto y A By: Deb ie Haile, City Secretary IN CAMP .E., Wei LIST OF EXHIBITS ATTACHED (1) Exhibit A Owners Services (2) Exhibit B Engineering Services (3) Exhibit C Project Schedule (4) Exhibit D Work Schedule (5) Exhibit E Fee Schedule (6) Exhibit F Certificates of Insurance ►T11 Exhibit A OWNER's SERVICES The City of Round Rock (OWNER) will furnish to the Engineer the following items/information: 1. Designate a person to act as OWNER's representative with respect to the services to be performed or furnished by the Engineer. This representation will have authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to Engineer's services. 2. Provide all criteria and full information as to OWNER's requirements for the project, including objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and furnish copies of all design and construction standards which OWNER will require to be included in the Project Drawings and Specifications. 3. Assist Engineer by placing all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the Project at the Engineer's disposal. 4. Furnish to Engineer, as requested for performance of basic services or as required by the Contract Documents, the following: a. Data prepared by or services of others, including without limitation explorations and tests of subsurface conditions at or contiguous to the site, drawings of physical conditions in or relating to existing surface of subsurface structures at or contiguous to the site; b. The services of an independent testing laboratory to perform all inspections, test and approvals of samples, materials and equipment; Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the site and adjacent areas; d. Arrange for access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under this Agreement; e. Examine all alternate solutions, studies, reports, sketches, proposals and other documents presented by Engineer; f. Provide such accounting, bond and financial advisory, independent cost estimating and insurance counseling services and such legal services as December 6, 2006 OWNER may require or Engineer may reasonably request with regard to legal issues pertaining to the Project; g. , Provide labor and safety equipment to open electrical/instrumentation cabinets, open and protect manholes and/or to operate valves and hydrants as required by the Engineer; and h. Give prompt notice to Engineer whenever OWNER observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of Engineer's services, or any defect or nonconformance in Engineer's services in the work of any Contractor. K December 6, 2006 Exhibit B ENGINEERING SERVICES SCOPE OF WORK PHASE 1 PRELIMINARY ENGINEERING SERVICES Background The new Cedar Park -Leander -Round Rock Regional Water Treatment Plant will initially be constructed as a 30 mgd facility with an ultimate size of 105.8 mgd. The raw water source for the plant is Lake Travis. Initially, the raw water will be drawn from the Sandy Creek arm of the lake, but as the plant is expanded, the intake location will be moved to deeper water in the main body of Lake Travis. The first phase of the project will commence with a Kickoff meeting to discuss raw water quality, treated water quality goals, operational issues and treatment technologies. An economic and operational evaluation will be conducted of a conventional water treatment plant process and two types of membrane treatment plant processes. Based on the economic and operational analysis, a facility plan will be developed for the recommended process. Task 1 Kickoff Meeting/Project Management (Held July 26 and 27, 2006) The Kickoff meeting will be held with the Regional Water Treatment Plant Stakeholders which may include technical and operations representatives from the project co - participants and members of the CDM Team to present information and receive input on raw water quality, treated water quality goals and expectations, existing and future drinking water regulations, water treatment technologies, and operational issues associated with treatment technologies. The workshop will explore existing and future water quality goals and discuss existing and future drinking water rules and how they may affect the treatment technology needed to treat the raw water. Advantages and disadvantages of each treatment technology will be discussed. Ancillary equipment and processes will also be addressed at the workshop. These ancillary processes will include waste backwash recovery, sludge handling and dewatering, clearwells, high service pumping, SCADA, support facilities, site security, chemical storage and feed, and emergency power provisions. The deliverable of the Kickoff Meeting will be the minutes of the meeting which will include information presented and any directions or decisions made at the meeting. Project management is provided to assure the Project is delivered to the expectations of the co -participants and will consist of the following: ■ Continually assess the expectations of the co -participants and manage the scope, schedule, and budget of the Project to meet these expectations. ■ Facilitate communications between all co -participants. 3 December 6, 2006 • Assure the established quality standards of both the co -participants and CDM are strictly adhered to. • Coordinate the activities of all CDM Project Team members. • Coordinate meeting schedules amongst co -participants and document the results of all meetings in the form of meeting summaries. • Prepare monthly status reports of Project progress, expenditures to date cost -to - budget information and WBE/MBE utilization and submit in conjunction with monthly service invoice. ■ Prepare for and lead bi-weekly project status meetings. Prepare minutes of meeting for distribution and review. Finalize minutes following review. Workshops in the scope of work will be used as bi-weekly meetings. Task 2 Water Treatment Process Economic and Operational Analysis Based on the Kickoff Meeting and the presentation of technical information and discussion among stakeholders, it was decided to move forward with a conventional water treatment plant process. This task includes the sizing of the treatment facilities, developing capital costs, and developing operating costs for each process. To conduct this analysis, the following information will be developed. 2.1 Water Treatment Process Analysis Report A preliminary engineering report will be prepared using existing cost information contained in the report prepared by HDR, information presented and discussed at the Kick-off meeting and other technical information to substantiate the stakeholders decision on the selected plant process. 2.2 Conventional Water Treatment Plant Process For the Conventional Water Treatment Plant Process Alternative, the following subtasks will be completed. 2.2.1 Develop Treatment Process Schematics 2.2.2 Size Treatment Processes and Develop Layouts 2.2.3 Develop Disinfection Strategies 2.2.4 Prepare Process Piping Layouts 2.2.5 Determine Electrical Requirements 2.2.6 Develop Site Plan 2.2.7 Prepare Cost Estimates and Cost Evaluation 2.2.8 Prepare Technical Memorandum 4 December 6, 2006 2.3 Ancillary Facilities The ancillary facilities of the plant are those facilities that are required to provide chemicals, pumping and residual handling. The following facilities will be evaluated under this task. 2.3.1 Site Improvement 2.3.2 Off Site Utility Requirements 2.3.3 Clearwell Layout 2.3.4 High Service Pumping Layout 2.3.5 Off Site Ground Storage Tank Layout 2.3.6 Sludge Handling 2.3.7 Backwash Recovery 2.3.8 Chemical Storage and Feed Systems 2.3.9 Plant Control System 2.3.10 System SCADA 2.3.11 Emergency Backup Power 2.3.12 Cost Estimates and Cost Evaluation 2.3.13 Prepare Technical Memorandum For each of the ancillary facilities the following subtasks will be completed. ■ Develop Treatment Process Schematics ■ Size Treatment Processes and Develop Layout ■ Coordinate with Treatment Process to Prepare Process Piping Layouts ■ Determine Electrical Requirements • Coordinate with Treatment Process to Develop Site Plan 2.4 Finished Water Quality Based on plant flows during different treatment plant phases and the size and length of the treated water pipeline, prepare an estimate of disinfectant residual at each point of entry into the co -participants' systems. 2.5 Findings Workshop Fifteen copies of the draft Technical Memorandum will be prepared and delivered to the co -participants. The results of these analyses will be presented in a workshop format with the co -participants. Following the workshop, the technical memorandum will be revised to include the results of the workshop and the final recommendation. Twenty- five copies of the final technical memorandum and one electronic copy will be delivered to the co -participants. F� December 6, 2006 2.6 Water Outage Risk Reduction Engineer will evaluate opportunities to reduce the risk of water supply outages. This will include evaluating tying into the Sandy Creek treated water line and an on-site raw water storage pond. Engineer will assess other opportunities during the study and report them to the co -participants for consideration. Task 3 Finalize Plant Site 3.1 Site Selection Following the selection of the process and finalizing the needed ancillary processes, the final site plan will be developed and the Engineer will assist the co -participants with selecting the final site to accommodate the initial 30 mgd plant and the ultimate (105.8 mgd) plant size. Sites 1, 2 and 4 in the January 2006 HDR report will be evaluated in detail. This will include assisting with the selection of a site for the off-site ground storage tank at an overflow elevation of 1117. 3.2 Site Survey The recommended site will be surveyed and field notes and a plat drawing will be developed. 3.3 Off Site Utility Evaluation Off site utilities to the site will be evaluated. Wastewater service, electrical service, and telephone service representatives will be contacted to determine where the closest facilities are located. Based on expected loads, either the cost of connecting to the nearest facility will be determined by the Engineer, or the cost will be provided by the respective Utility. The cost to provide access, stormwater improvements and site permitting will also be determined for each potential site. 3.4 and 3.5 Environmental and Archaeological Assessment Engineer will coordinate with environmental and archaeological consultants and provide information regarding the site improvements as directed. 3.6 Report A summary report of the off site utility findings will be prepared. The report will detail the costs to develop the off site utilities. Task 4 Facility Plan December 6, 2006 Following selection of the treatment process and site, a facility plan in a written report will be prepared that documents the following plant requirements and will serve as the preliminary engineering report. 4.1 Required Site Improvements 4.2 Required Off Site Utility Requirements 4.3 Site Security Requirements 4.4 Site Development Permits 4.5 Layout of Treatment Plant for 30 mgd and Ultimate Plant Size and Sizing Criteria for the Treatment Process and Ancillary Processes 4.6 Clearwell Size and Layout for 30 mgd and Ultimate Plant Size 4.7 High Service Pumping for 30 mgd and Ultimate Plant Size 4.8 Off Site Ground Storage Tank for 30 mgd and Ultimate Plant Size 4.9 Sludge Handling and Disposal for 30 mgd and Ultimate Plant Size 4.10 Backwash Recovery Process for 30 mgd and Ultimate Plant Size 4.11 Chemical Feed for 30 mgd and Ultimate Plant Size and Disinfection for 30 mgd and Ultimate Plant Size 4.12 Communications Between the Plant and the Raw Water Pump Station 4.13 Communications Between the Plant SCADA and the Co -participants 4.14 Identify Any Required Permits or Approvals and Piloting Treatment Facilities Need 4.15 Final Design, Bidding and Construction Schedule 4.16 Report 4.17 Workshop Fifteen draft copies of the Facility Plan and one electronic copy will be delivered to the co -participants. Following a one week period for review, a workshop will be held to gather input from the co -participants. Following receipt of input on the draft Facility Plan, twenty-five final copies of the final Facility Plan and one electronic copy will be delivered to the co -participants. Task 5 SCADA Integration, Standards Development and Coordination 5.1 SCADA Workshop The SCADA system is an integral component of the overall Cedar Park -Leander -Round Rock Regional Water Treatment Plant. In an effort to gain a thorough understanding of the Utilities' desires, with regard to the anticipated SCADA system, the CDM Team will conduct a one -day SCADA workshop. During this workshop, CDM will provide guidance as to current technologies that should be considered. The primary objective of this workshop is to generate a list of SCADA system criteria that are to be achieved throughout the remainder of the design. The discussions held and the decisions agreed to during this workshop will lead to a preliminary determination of the desired system architecture for the new plant control system. Other topics discussed during this workshop will include identification of requirements for interfacing the new SCADA system with anticipated remote facilities and a determination of anticipated software December 6, 2006 standards that are to be followed. These standards are inclusive of both graphical and programming issues that are expected for the SCADA system. CDM anticipates that key operational personnel be included in these discussions to ensure their insight is included in the final system design. At the conclusion of this workshop, the CDM Team will assemble the notes from the workshop into meeting minutes. These minutes will include a preliminary system architecture diagram and details of the decisions made with regard to the software standards. The minutes will be provided to the Utility for review to confirm CDM's understanding of the design criteria. 5.2 Standards Development CDM will use the information gathered during the SCADA Workshop as the basis for developing the SCADA hardware, SCADA software and overall programming standards to be followed throughout the project. A detailed description of the SCADA hardware and software standards will be provided in the Technical Memorandum described in Task 5.4. Additionally, programming standards shall be developed to include, naming conventions, graphic color conventions, display formats, security levels, etc. Development and documentation of these standards will provide a consistent applications software product. 5.3 Coordination Meetings As part of the SCADA workshop, CDM will determine additional communications criteria required to allow monitoring and control of anticipated remote facilities. The CDM Team will use this information as the basis for developing the overall system communication needs. This effort will include coordinating with other design firms that are currently performing services for these remote facilities. We have included attendance at up to three one -day meetings with other design firms to support this effort. We anticipate that the purpose of these meetings will be to coordinate the SCADA system architecture and the standards to ensure the remote communications of these facilities are addressed. 5.4 Technical Memorandum At the conclusion of the SCADA workshop and the meetings with the other design firms, the CDM Team will generate a SCADA technical memorandum for inclusion into the final Facility Plan. This memorandum will include a discussion of hardware alternatives available to meet the criteria set forth during the workshop along with CDM's recommendation regarding not only the hardware components, but also the overall SCADA system architecture. Also, development of system standards and conventions to be used as the basis for organizing and program development of this project will be included. These software standards will provide a consistent applications software product to aid in meeting operational needs. 0 December 6, 2006 PHASE 2 FINAL DESIGN ENGINEERING SERVICES OT INCLUDED IN THIS CONTRACT. WILL BE AUTHORIZED FOLLOWING COMPLETION OF PHASE 1) Design Phase (NOT INCLUDED IN THIS CONTRACT) 1) Prepare for incorporation in the Contract Documents final Drawings showing the scope, extent and character of the work to be performed and furnished by Contractor and Specifications (which will be prepared, where appropriate, in conformance with the sixteen division format of the Construction Specifications Institute). 2) Provide technical criteria, written descriptions and design data for use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to review or approve the final design of the Project, and assist OWNER in consultations with appropriate authorities. 3) Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER as a result of change in scope, extent or character or design requirements of the Project. 4) After consulting with the City Attorney concerning OWNER's desired format, prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement forms, general conditions and supplementary conditions, and (where appropriate) bid forms, invitations to bid and instruction to bidders, and assist in the preparation of other related documents. ENGINEER shall modify documents in accordance with the recommendations of OWNER. 5) Furnish four copies of the above documents, Drawings and Specifications to the OWNER for review. ENGINEER shall conduct a Drawing and Specification review meeting with the OWNER at 60% complete and 90% complete. 6) Engineer's services under the Design Phase will be considered complete at the date when the submittals have been accepted by OWNER plus such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Design Phase. Bidding Phase (NOT INCLUDED IN THIS CONTRACT) After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other Design Phase documentation (including the most recent opinion of probable Construction Cost) and upon written authorization from OWNER to proceed, ENGINEER shall: 1) Assist OWNER in advertising for and obtaining bids for the contract for construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-bid p December 6, 2006 conference, if any, and receive and process deposits for Bidding Documents. ENGINEER shall distribute plans and specifications from their office and keep a plan holders list. 2) Issue addenda as appropriate to clarify, correct or change the Bidding Documents. 3) Consult with OWNER as to acceptability of subcontractors, suppliers and other persons and entities proposed by Contractor for those portions of the work as to which such acceptability is required by the Bidding Documents. 4) Attend and preside over a prebid meeting to present project to prospective bidders and respond to questions raised by prospective bidders. 5) Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 6) The Bidding Phase will terminate and the services to be performed or furnished thereunder will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors. Construction Phase (NOT INCLUDED IN THIS CONTRACT) During the Construction Phase: 1) General Administration of Construction Contract ENGINEER shall consult with and advise OWNER and act as OWNER's representative as provided in the Standard General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified, except as ENGINEER may otherwise agree to in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this Agreement and said Standard General Conditions except as otherwise provided in writing. 2) Visits to Site and Observation of Construction In connection with observations of the work of Contractor while in progress: a. ENGINEER shall make visits to the site at intervals appropriate to the various stages of construction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor's work. Such visits and observations by ENGINEER are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work beyond the 10 December 6, 2006 responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling and similar methods of observation of the work based on ENGINEER's exercise of professional judgment as assisted by the OWNER's Project Representative. Based on information obtained during such visits and such observations, ENGINEER shall endeavor to determine if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. b. The purpose of ENGINEER's visits to the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor will conform to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct or have control over Contractor's work not shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any failure of Contractor to comply with laws, rules, regulations, ordinances, codes or orders (other than orders emanating from OWNER or ENGINEER with respect to the work, such as change orders) applicable to Contractor's furnishing and performing the work. 3) Defective Work During such visits on the basis of such observations, ENGINEER shall have authority and duty to disapprove of or reject Contractor's work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 4) Clarifications and Interpretations; Field Orders. ENGINEER shall issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. S) Change Orders and Work Change Directives r♦ � December 6, 2006 11 ENGINEER shall recommend Change Orders and Work Change Directives to OWNER as appropriate, and shall prepare Change Orders and Work Change Directives as required. If requested by OWNER, ENGINEER will be in attendance at the City Council meeting to describe the necessity for the Change Order. 6) Shop Drawings ENGINEER shall review and approve (or take other appropriate action in respect of ) Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 7) Substitutes ENGINEER shall evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by Contractor. 8) Inspections and Tests ENGINEER may require special inspections or tests of the work, and shall receive and review all certificates of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, test or approvals comply with the requirements for the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 9) Disagreements between OWNER and Contractor ENGINEER shall render the initial decisions on all claims of OWNER and Contractor relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. In rendering such decisions, ENGINEER shall be fair and impartial to OWNER and Contractor to ensure the work complies with the requirements of the Contract Documents, and shall not be liable for the rendering of any decision made in good faith in such capacity. 10) Applications for Payment Based on ENGINEER's on-site observations as an experienced and qualified design professional and on review of Applications for Payment and the accompanying data and schedules: 12 December 6, 2006 a. ENGINEER shall determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belief, the work has progressed to the point indicated, the quality of such work is in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in Paragraph a. are expressly subject to the limitations set forth in Paragraph b. and other express or general limitations in the Agreement and elsewhere. b. By recommending any payment ENGINEER shall not thereby be deemed to have represented that on-site observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of the work in progress, or involved detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment (including final payment) will impose on ENGINEER's responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of -the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any liens, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. H)Contractor's Completion Documents ENGINEER shall receive, review and transmit to OWNER with written comments maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, and marked -up record documents (including Shop Drawings, Samples and other data approved as provided under Paragraph 6 and 13 December 6, 2006 marked -up Record Drawings) which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. ENGINEER's review of such documents will only be to determine that their content complies with the requirements of, and in the case of certificates of inspections, tests and approvals that the results certified indicate compliance with, the Contract Documents. 12) Substantial Completion Following notice from Contractor that Contractor considers the entire work ready for its intended use, ENGINEER and OWNER, accompanied by Contractor, shall conduct an inspection to determine if the work is substantially complete. If after considering any objections of OWNER, ENGINEER considers the work substantially complete, ENGINEER shall deliver a Certificate of Substantial Completion to OWNER and Contractor. The Certificate of Substantial Completion shall only allow OWNER to begin operation of the item constructed hereunder, but shall not constitute final acceptance of the work or Certificate of Final Completion. 13) Final Notice of Acceptability of the Work ENGINEER shall conduct a final inspection to determine if the completed work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall indicate that the work is acceptable (subject to the provisions of Paragraph 10.b.) to the best of ENGINEER's knowledge, information and belief and based on the extent of the services performed and furnished by ENGINEER under this Agreement. 14) ENGINEER's Completion Documents ENGINEER shall utilize the marked -up contract drawings from the Contractor, with the assistance of the OWNER's representative, to provide Record Drawings of the completed Project. ENGINEER shall furnish one set of reproducible drawings and one set of prints of these revised drawings to the OWNER. As an accommodation to the OWNER, ENGINEER agrees to provide OWNER an electronic copy of the AutoCAD readable disk used by CDM to develop the Record Drawings for the project. The Record Drawings shall be provide in AutoCAD format using no version higher than 2000. OWNER is aware of the potential errors that may arise through the electronic copying of the disk. OWNER recognizes that the information contained on the floppy disk may not include all information which is included in the Record Drawings. The hard copy of the Record Drawings containing the engineer's professional engineering stamp shall take precedence over the floppy disk. 14 December 6,2006 The floppy disks are provided to OWNER "as is" and any use of the disk or the information contained on the disk is at the sole risk of the OWNER and without any liability or legal exposure to ENGINEER. 15)Limitations of Responsibilities ENGINEER agrees to inspect work and perform the duties specified in this contract in a reasonable manner, but does not guarantee the discovery of Contractor's failure to comply with the Contract Documents if a reasonable engineer in ENGINEER's position would not have discovered such failure. 16) Duration of Construction Phase The Construction Phase will commence with the execution of the construction contract for the Project or any part thereof and will terminate upon written recommendation by ENGINEER of final payment. Post Construction Services (NOT INCLUDED IN THIS CONTRACT) 1. ENGINEER shall consult with and advise OWNER and act as OWNER's representative in accordance with the Standard General Conditions to address warranty issues with the General Contractor. 15 December 6, 2006 EXHIBIT C Regional Water System Project Schedule f I I `I I i I , oI{i' II IyI � i dl i I Y. tZ I I I� I i IQ�I i I � � I' I l E 11 7 I I N o, m � I I IN A E U � O � w CL I cc c� i I C ,O acc 18 '.., .. v II I d i3 �I i I I f I IZI o IH 11 LL Il J d LL ' LL LL ~ , 2 W L V L _ YI L N 71 41 f N - N M M 3IE I 3 3 3 3 3 3 3 3 >` 9 y o O^ m N H m N m m m ON1 Q 01 M M M gj < N b (O n n M O Q O O 1a M O O O O Q O 12 w _I I f I I E m c �EEi a $= z m g . ' E 2 2 0 dg m s Y_v v ¢v o EE o v GSE U �o m Z& w a u W c m C L •gy m a v _E m t U = 3 c .E a, .E m a` Cf w a t F m a 4$ o Z v pc -o E xN 3 N n LL m N a LL m C7 fn o J a U7 a u m U N m a t%1 a V1 _I I dm CL N f m 1� Of O II2 N d 0 LL N I I II Z t I I 1 I a� 1175 I j 6 I�J l ILLI 1i{1 I i E N � I�I i { I n ° � I O Ztyy I- �y I1 � 1 I N I I< E �I la E ~ rn c °' o w a cl N d 41 C •0cc I � n a v cc cr i I yy d ., ..� E � Ch cr 10� Z N W r C O O N ^ N -C Q _ Q LL W d d F 3 3 3 F H 3 ICL ~ ll IL = LL LL LL LL H ti 10 N d S' v a a` O m o E o O m o m 3 m v ^� g rn a c E m g e y v m o E o m O N d N E E E N W N O E E E C O N W 22++ N o E E E E lLL• H U la L w CL o _ _ - - e - , J O Ir �a i � i- a`o Exhibit D WORK SCHEDULE Notice to Proceed January 2, 2007 Phase 1 Preliminary Engineering Services Preliminary Engineering Services March 28 2007 Phase 2 Final Design Engineering Services Design Phase Services Bidding Phase Services Construction Phase Services Begin Construction Phase Services Complete Post Construction Services * In compliance with project schedule shown in Exhibit C. 17 December 6, 2006 Exhibit E FEE SCHEDULE 18 December 6. 2006 Basic Services Phase 1 Preliminary Engineering Services Preliminary Services Task 1 — Kick-off Meeting/Project Management $139,183 Task 2 — Water Treatment Process Economic and Operational Analysis $327,665 Task 3 — Finalize Plant Site $61,722 Task 4 — Facility Plan $144,272 Task 5 — SCADA Standards Development/ Integration $30,270 PHASE 1 TOTAL $703,112 Phase 2 Final Design Engineering Services Design Phase Services Bidding Phase Services Construction Phase Post Construction Services SUBTOTAL PHASE 2 TOTAL *To be negotiated following completion of Phase 1 Services 18 December 6. 2006 _ X z DATE(MM/DD/YY) ACORD>M 12/15/06 PRODUCER Aon Risk Services, Inc. of Massachusetts THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 99 High Street AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Boston MA 02110 USA CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PHONE.(866) 266-7475 FAx- 866 467-7847 INSURERS AFFORDING COVERAGE INSURED INSURER A: Zurich American Ins CO camp Dresser & McKee Inc. INSURER B: Lloyd's of London ONE CAMBRIDGE PLACE INSURER C: American International Specialty Lines 50 HAMPSHIRE STREET CAMBRIDGE MA 021390000 USA w INSURER D: is C INSURER E: a+ 'C 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 x PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE(MM\DD\YY) DATE(MM\DD\YY) A GENERAL LIABILITY GLO837663210 01/01/06 01/01/07 EACH OCCURRENCE $1,000,000 0 Commercial General Liability C) FIRE DAMAGE(Any one fire: S100,000 X COMMERCIAL GENERAL LIABILITY N CLAIMS MADE ❑X OCCUR O n MED EXP (Any ow person) 510 , 000 PERSONAL do ADV INJURY $1,000,000 GENERAL AGGREGATE 521000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 PRO- X POLICY [:]JECT [:] LOC z d A AUTOMOBILE LIABILITY BAPS37663110 01/01/06 01/01/07 COMBINED SINGLE LIMIT10, X ANY AUTO BUSINESS AUTO COVERAGE (Ea accident) $2,000,000 'L ACL OWNED AUTOS d V BODILY INJURY SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON OWNED AUTOS (Peraccident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY -EA ACCIDENT HANY AUTO OTHER THAN EA ACC AUTO ONLY AGG EXCESS LIABILITY EACH OCCURRENCE OCCUR ❑ CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION A WORKERS COMPENSATION AND WC837663311 01/01/06 01/01/07 X WC STATU- OTH- EMPLOYERS' LIABILITY WORKERS COMPENSATION R IMRS ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE-POLICY LIMIT $1,000,000 E.L. DISEASE-EA EMPLOYEE $1, 000, 000 B OAR 823QK0601367 01/01/06 01/01/07 Limit (1) $3,000,0 Prof. Architcts & Engineers E X Archit&Eng Prof DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Per 4. F Re: Cedar Park-Leander-Round Rock Regional water Treatment Plant Process Evaluation and Facility Plan. The City of Round Rock, city of Cedar Park, and city of Leander are added as additional insureds in reg ards to liability liability. general and auto ZA The City of Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ;_F_j Attn: Don Rundell, P.E. , DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL chief Utility Engineer 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Public works BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY 2008 Enterprise Drive FNY RIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Round Rock, TX 78664 USA EXHIBIT RIZED REPRESENTATIVE .� Attachment to ACORD Certificate for camp Dresser & McKee inc. The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURER INSURER INSURER INSURER INSURER it information_ refer to the corresriondin¢ nolicv on the ACORD INSURED Camp Dresser & McKee Inc. ONE CAMBRIDGE PLACE 50 HAMPSHIRE STREET CAMBRIDGE MA 021390000 USA ADDITIONAL POLICIES If a policy below does not include lim certificate form for policy limits. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY DESCRIPTION POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS DESCRIPTION OF OPERATIONS(LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS cancellation Provision shown herein is subject to shorter or longer time periods depending on the jurisdiction of, and reason for, the cancellation. Certificate No : 570020400495