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R-06-12-21-9F5 - 12/21/2006
RESOLUTION NO. R -06-12-21-9F5 WHEREAS, the City of Round Rock desires to retain engineering services for the Water Transmission Line, Segment 2C, for the Cedar Park/Round Rock/Leander Regional Water System Improvements, and WHEREAS, K. Friese & Associates, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with K. Friese & Associates, 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 K. Friese & Associates, Inc. for the Water Transmission Line, Segment 2C, 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 WET,Je Ma ATTES C y of Round Rock, Texas �'y� ' CHRISTINE R. MARTINEZ, City Secret4y 0:\wdox\RESOLUTI\R61221FS.WPD/rmc CONTRACT FOR ENGINEERING SERVICES FIRM: K. FRIESE & ASSOCIATES, INC.("Engineer") ADDRESS: 7600 Burnet Road, Ste. 290 Austin, Texas 78757 PROJECT: Transmission Line Segment 2C 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 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 and WHEREAS, Owners and Engineer desire to contract for such professional engineering services; 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 I EXHIBIT Rev. 04/06/05 File Name: KFriese/00107372 1 ..A.. 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. Owners reserve the right to withhold payment pending verification of satisfactory Engineering Services 3 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. rd 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: inuse@,.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) 250-8602 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: K. FRIESE & ASSOCIATES Karen Friese, P.E. President 7600 Burnet Road, Ste. 290, Austin, Texas 78757 Telephone Number: (512) 338-1704 Fax Number: (512) Email Address: kfriese@kfhese.com 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. PC 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. n 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, or for clarification of any ambiguities until after the construction phase of the Project has been completed. 10 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 requirements among its subconsultants. Owners shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 11 (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 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. 12 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: K. Friese & Associates Karen Friese, P.E. 7600 Burnet Road, Ste. 290 Austin, TX 78757 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 of such damage, Engineer's payments hereunder without waiver of any of Owners' additional legal rights or remedies. 14 (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 K FRIESE & ASSOCIATES By: Karen Friese, P.E., 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 EXHIBIT D Work Schedule EXHIBIT E Fee Schedule EXHIBIT F Certificates of Insurance i FI 20(FLOATING INTAKE) DWI-154(DEEP WATER INTAKE) j � RW-1(36'RAW WATER LINE) RW-2(78-RAW WATER LINE) RW-3(64'RAW WATER LINE) 1o ,8 MGD 15 -® RW-4(78-RAW WATER LINE) Renal WTP RW-5(98-RAW WATER LINE) WTP-PH 1(WATER TREATMENT PLANT(PHASE 1)(3)(4) r TW-1(78'TREATED WATER LINE) ® TW-2A$2B(78772'TREATED WATER LINE) Z %l TW-2C(72'TREATED WATER LINE) TW-3(48'TREATED WATER LINE) p f Cedar Park P > v v ROUND ROCK,CEDAR PARK, &LEANDER REGIONAL WATER SUPPLY PROJECT 153 7 MGD PROJECT SCHEDULED FOR COMPLETION-SPRING 2010 Water DATE: December 15, 2006 SUBJECT: City Council Meeting - December 21, 2006 ITEM: 9.F.5. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with K. Friese & Associates, Inc. regarding the Water Transmission Line Segment 2C 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: $74,004.00 Source of funds: Utility Self -Financed Construction - Water Outside Resources: K. Friese & Associates, Inc. Background Information: This contract for Engineering Services for the Water Transmission Line, Segment 2C is for preliminary design services, including route selection, layout and cost estimate 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: K. FRIESE & ASSOCIATES, INC.("Engineer") ADDRESS: 7600 Burnet Road, Ste. 290 Austin, Texas 78757 PROJECT: Transmission Line Segment 2C 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 21st 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 and WHEREAS, Owners and Engineer desire to contract for such professional engineering services; 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 File Name: KFriese/00108208 R-o4o-ia-..1-qF6 Rev. 04/06/05 I 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 One Hundred Ninety-one, Nine Hundred Nineteen and No/100 Dollars ($191,919.00) 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. 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. 4 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) 250-8602 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: K. FRIESE & ASSOCIATES Karen Friese, P.E. President 7600 Burnet Road, Ste. 290, Austin, Texas 78757 Telephone Number: (512) 338-1704 Fax Number: (512) 338-1784 Email Address: kfriese@kfriese.com 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. rel 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 7 furnished to Owners upon request. All documents prepared by Engineer and all documents furnished to 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 7 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, or for clarification of any ambiguities until after the construction phase of the Project has been completed. 10 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 requirements among its subconsultants. Owners shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 11 (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 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. 12 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: K. Friese & Associates Karen Friese, P.E. 7600 Burnet Road, Ste. 290 Austin, TX 78757 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 of such damage, Engineer's payments hereunder without waiver of any of Owners' additional le rights or remedies. g 14 (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 ATTEST: By: , Christine Martinez, City Secretary O APPR ED AS qRM: Stephan . Sheets, City Attorney CITY OF CEDAR PARK, TEXAS By:� a�vvc� Rebert �: �e��A4ayor ATTEST: LeAnn Quinn, City Secretary 17 VED AS TO FORM: CIT OF EANDER, T XAS By: ohn Cowman, Mayor ATTEST: By: Debbie Haile, City Secretary am APP OVED AS TO RM: Diana Granger, ttorney K FRIESE & ASSOCIATES By. \ Karen Ffvse, P.E., President 19 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 all EXHIBIT A Owner's Services The Owners will provide to the Engineer under this agreement the following items/information/assistance: 1. Provide right -of -entry to property along proposed transmission line and New Hope Road Extension routes in accordance with Exhibit D — Work Schedule. 2. Provide hydraulic modeling and surge analysis of Segment 2c and limiting pressure conditions. This information will be needed by KFA by February 1, 2007 for cost estimating and reporting purposes. 3. Provide CADD standards for use on this project. The CADD standards will be needed by KFA by February 14, 2007 to develop road schematic and pipeline plan and profile sheets. 4. Provide standard finished water metering system that will be used for the Leander connection to Segment 2c. This information will be needed by KFA by February 1, 2007 for cost estimating and reporting purposes. 5. Provide standard specifications for pipe, valves, etc., for use on this project. This information will be needed by KFA by February 1, 2007 for cost estimating and reporting purposes. 6. Provide overall SCADA system and integration protocol for the project. 7. Facilitate and attend meetings as necessary to complete the work in accordance with Exhibit D — Work Schedule. 8. Provide prompt review of submittals in accordance with Exhibit D — Work Schedule. 9. Provide design and planning criteria for the project, including criteria for transmission main and roadway planning. Page 1 of 1 EXHIBIT B Engineering Services PROJECT UNDERSTANDING The Cedar Park — Leander — Round Rock Regional Water Project consists of two phases. The first phase includes improvements to Cedar Park's existing floating intake, construction of raw water and treated water transmission lines, and construction of a 20 MGD regional water treatment plant. The second phase of the project involves construction of a 142.2 MGD deep water intake near Volente, and associated raw water lines to supply the regional plant, and Cedar Park's and LCRA's water treatment facilities. The raw water intake will also provide 1.4 MGD to the Twin Creeks golf course to meet a commitment by Cedar Park. The system will ultimately provide 105.8 MGD of treated water to the participants with plant expansions occurring as they are needed. The treated water transmission line has been broken into five segments; Segment 1, Segments 2a and 2b (under construction), Segment 2c, and Segment 3. Segment 2c consists of approximately 7,400 linear feet of 72 -inch diameter pipeline from the termination point of Segment 2b at approximately 1,200 linear feet west of the intersection of County Road 180 and County Road 185, and extends to Parmer Lane, at which point Segment 3 begins. A metered connection point for the City of Leander will be installed near Parmer Lane. System participant demands indicate that the regional water treatment plant must be on-line and supplying water by 2008 in order to meet the needs of Cedar Park. However, short-term agreements between Cedar Park, Round Rock and LCRA will delay the need for new water supply until summer 2010. The overall schedule of the project developed by the Owner is summarized below and a detailed schedule for Segment 2c developed by KFA is attached. Preliminary Design Services: Final Design and Bidding Construction ASSUMPTIONS January 2007 to March 2007 May 2007 to October 2008 November 2008 to February 2010 1. It is our understanding that hydraulic modeling and surge analysis of Segment 2c will be performed by LAN and that limiting pressure conditions will be supplied to KFA. This information will be needed by KFA by February 1, 2007 for cost estimating and reporting purposes. 2. Carter & Burgess will develop CADD standards for use on this project. The CADD standards will be needed by KFA by February 14, 2007 to develop road schematic and pipeline plan and profile sheets. 3. LAN will develop a standard finished water metering system that will be used for the Leander connection to Segment 2c. This information will be needed by KFA by February 1, 2007 for cost estimating and reporting purposes. 4. LAN has developed standard specifications for pipe, valves, etc., and those specifications will be available for use on this project. This information will be needed by KFA by February 1, 2007 for cost estimating and reporting purposes. 5. CDM will develop overall SCADA system and integration protocol for the project. Kf FRIESE Page 1 of 8 & ASSOCIATES, INC. EXHIBIT B Engineering Services SCOPE OF SERVICES — PRELIMINARY DESIGN 1. Meetings and Status Reports — KFA will attend regular status meetings with the Owner to review progress and upcoming work. It is our understanding KFA will attend two (2) 4 - hour sessions of the kick-off meeting and that biweekly project meetings will be conducted. We have budgeted for eight (8) biweekly meetings, including meeting preparation and minutes as appropriate for Segment 2c. KFA will also submit monthly status reports to the Owner with invoices documenting progress, budget, and schedule. 2. Survey. Control — Through KFA's contract, survey control will be established for all transmission line segments. Twelve pairs of control will be installed with values relative to NAD 83 Texas State Plane Coordinates, Central Zone 4203 (scaled to surface values) and the vertical datum will be GPS Orthometric heights projected through the length of the project. 3. Provide input to and coordinate with the Owner and other design firms on issues such as CADD standards, standard details, technical specifications, metering, surge analysis, hydraulic modeling, SCADA, survey, geotechnical data, etc. 4. Provide Public Relations representative with exhibits and project information for Segment 2c as requested. 5. Work with the Owner to develop design criteria such as standard valve and manway spacing, flush/drain valve locations, depth of cover, etc for Segment 2c. 6. Coordinate with the City of Cedar Park, City of Round Rock, and Williamson County to confirm road crossing locations and to develop required right-of-way width for the proposed extension of New Hope Road and preferred waterline location within the proposed right-of-way. 7. Identify Candidate Alignments (4 maximum alignments), considering both waterline construction and future extension of New Hope Road, and develop a base map using existing City of Cedar Park aerial photography, tax maps and other available data sources. 8. Route Analysis: a. Permit Evaluation: Identify Local, State, and Federal permits required for each proposed route and estimate acquisition time for each permit. b. Preliminary Geologic Assessment: Fugro Consultants, LP will conduct a geologic assessment consisting of site reconnaissance, geologic literature review, and a review of nearby boring data to determine general geologic conditions and suitability of proposed construction methods. C. Utility Research: Coordinate with utility companies to identify the location of existing utilities along each route. d. Coordinate with Williamson County on crossing locations, construction methods, and permitting requirements for the Parmer Lane and CR 185 crossings. Page 2 of 8 & ASSOCIATES, INC. EXHIBIT B Engineering Services e. Easement Evaluation: Identify and map necessary easements required for construction, maintenance, and operation for each proposed route. f. Constructability Review: Evaluate appropriate construction methods and required workspace. g. Develop cost estimates for each proposed route based on the information gathered above, including probable land costs. Land values are to be furnished by the Owner. h. Conduct one meeting with the Owner to review the alignment alternatives and develop a consensus on the best alternative. 9. Perform preliminary, schematic level planning for the New Hope Road extension for use in transmission main planning including preliminary drainage area maps, major drainage routes and future connections to existing roads for the best alternative alignment as identified in Item 8h above. Roadway profile sheets are not included in this task. 10. Prepare transmission line plan and profile sheets of the preferred alignment considering the drainage information developed under Item 9 and showing property ownership, proposed right-of-way of the New Hope Road extension, transmission main location, and proposed permanent and temporary construction easements. Sheets shall be aerial based using the City of Cedar Park's GIS information and shall be at a scale of 1" = 100'. 11. Prepare a report documenting and summarizing alternatives and recommendations for the extension of New Hope Road including a comparison of alternative routes, planning level cost estimates, and typical road sections based on anticipated conditions. 12. Provide a listing in electronic format of landowners along Segment 2c using the Williamson County Appraisal District records. 13. Coordinate with the Owner and other design consultants to evaluate the stub -out location, appropriate valving, and metering and SCADA options for the City of Leander connection at Parmer Lane. 14. Preliminary Engineering Report: KFA will prepare a Preliminary Engineering Report summarizing the investigation and recommendations. Fifteen (15) copies of the draft report will be submitted to the Owner for review and distribution. Following a meeting with the Owner to discuss review comments, KFA will incorporate the comments into the Preliminary Engineering Report and submit twenty-five (25) copies. At a minimum the Preliminary Engineering Report will include: a. Recommended alignment for the pipeline; b. Recommendations for the City of Leander connection at Parmer Lane; c. Identification of environmental constraints and permitting requirements (provided by the Environmental Sub -consultant either under KFA's contract or separately by the Owner); K#FRIESE Page 3 of 8 & ASSOCIATES, INC. EXHIBIT B Engineering Services d. Summary of geologic conditions and constraints; e. Summary of established design criteria; f. Preliminary opinion of probable cost for the preferred alignment; g. A schedule for final design and construction. 15. Additional Services — The Owner has requested that environmental work for the Preliminary Design Phase be included as an Additional Service. The following paragraph constitutes the environmental tasks required for the Preliminary Design of Segment 2c: a. Preliminary Environmental Survey: SWCA will conduct literature searches for sensitive natural and cultural resources that could pose constraints to the proposed transmission main routes. A search of the files and maps at the Texas Parks and Wildlife (TPWD), Texas Historical Commission (THC), and Texas Archaeological Research Laboratory (TARL) will be conducted to identify and map endangered or threatened species, sensitive natural communities, or sensitive historic or pre -historic resources known to occur in close proximity to the study area. Additional sources of information that will be utilized include published reports, aerial photographs, maps, and records at the Texas Natural Resources Information Systems archives. The information obtained from these efforts will be used to help identify potential permitting and alignment constraints. Following the literature search, SWCA will conduct a brief field reconnaissance to verify the results and to locate unrecorded constraints along each route under consideration. The results of the literature search, permitting identification, and field reconnaissance will be documented in an environmental constraints report and map. SWCA will perform a jurisdictional delineation to identify and quantify waters of the U.S. and wetlands falling within the jurisdiction of the USACE. SWCA will conduct an intensive survey of the waterline alignment in compliance with the Antiquities Code of Texas. This includes coordinating with THC and applying for a Texas Antiquities Permit. SCOPE OF SERVICES — FUTURE PHASES The following is an outline of the tasks proposed for the Final Design, Bid, and Construction Phases of the project. These services will be further detailed following the Preliminary Design Phase and authorized separately. DESIGN PHASE 1. Meetings and Status Reports — KFA will attend regular status meetings with the Owner to review progress and upcoming work. 2. Tree Survey a. SWCA will inventory all protected trees (trees greater than 8 -inches in diameter) by flagging, tagging, and recording information specific to each tree in a 150 -foot K,, F R I ESE Page 4 of 8 & ASSOCIATES. INC. EXHIBIT B Engineering Services corridor along the project alignment. The trees will be located by Inland Civil Associates, LLC (Inland) during the design survey and pertinent information will be shown on the project construction plans. 3. Cultural Resources Survey a. SWCA will conduct a cultural resources survey of the project in compliance with the Antiquities Code of Texas. The survey will include coordinating with the Texas Historical Commission (THC), applying for a Texas Antiquities Permit to conduct field work, and preparation of a report documenting the findings of the survey. 4. Design Survey and Easement Metes and Bounds a. Inland will perform a design survey, including a 1 -foot topographic survey within a 200 -foot wide corridor along the project alignment, record evidence of existing utilities, and the location of geotechnical bore holes. b. Inland will prepare metes and bounds descriptions for permanent water easements and temporary construction easements along the project route for easement acquisition. Inland will provide an overall easement map showing all proposed easements, acreage, owner, and parcel number for the project. The parcel number will be shown on each corresponding metes and bounds description. 5. Easement Acquisition Assistance a. As the horizontal alignment is being finalized, KFA will assist the Owner with easement acquisition by preparing one exhibit for each property showing the proposed easements and attending one meeting with each property owner. 6. Geotechnical Investigation a. Fugro Consultants, LP (Fugro) will perform a geotechnical investigation and document the findings in report form. The investigation will include borings at approximately 500 -foot intervals along the project route, installation and monitoring of 4 piezometers, and laboratory testing. 7. Pipeline Design a. Once the horizontal alignment has been finalized and modeling completed KFA will develop construction plans, contract documents and technical specifications for the project. Construction plans will include notes, plan and profile sheets, erosion and sedimentation controls, tree protection, traffic control, design of thrust blocking and/or joint restraints, size and location of air and vacuum valves, location of fire hydrants, drain valves, and manways, and detail sheets, at a minimum. Standard details will be used as applicable and special details and specifications developed. Contract documents will also include a storm water pollution prevention plan (SWPPP). b. Prepare plan for disposal or reuse of disinfection and testing water for pipeline. K*FRIESE Page 5 of 8 & AssocIATES, INC. EXHIBIT B Engineering Services c. Cathodic Protection Analysis: This work will be done in conjunction with other geotechnical testing. Field survey work will include the following: soil sampling, soil resistivity measurements, location of existing cathodic protection systems and induced AC and DC interference. d. Corrosion Analysis: Following the analysis of the electrical data and the soil test results, corrosion protection and stray current control requirements will be defined for dielectrically coated, welded steel pipe; ductile iron pipe, AWWA C- 303 bar -wrapped pipe; and AWWA C-301 prestressed concrete cylinder pipe. 8. Permitting a. KFA will coordinate the Parmer Lane and CR 185 crossings with Williamson County and obtain the necessary approval and permit. b. We expect the project to fall under Nationwide Permit 12 (NWP 12). US Army Corps of Engineers (USACE) notification is not required as a condition of NWP 12. SWCA will work with KFA to ensure the final project plans and specifications meet the terms and conditions of NWP 12. If conditions are such that pre - construction notification (PCN) of the USACE is required (greater than 0.10 acres of jurisdictional waters of the US or wetlands are impacted), SWCA will prepare and submit the PCN. c. KFA will permit any work within the 100 -year floodplain with the appropriate floodplain coordinator. d. KFA will submit plans and specifications to TCEQ documenting the project and address any comments or requests for additional information typically necessary for construction approval. 9. Deliverables a. KFA will produce a Final Design Report documenting the rationale for pipeline design and alignment selection, the USACE Jurisdictional Waters Delineation, and the Cultural Resources Survey. b. KFA will provide 30%, 60%, 90%, and 100% submittals to the Owner for review and comment. Submittals will include 10 sets of full size drawings and contract documents and technical specifications as they are developed. Each submittal will also include an updated project cost estimate. c. The final submittal will include one full size set of reproducible construction plans and complete set of contract documents and technical specifications and one electronic set of construction plans, contract documents and technical specifications. BID PHASE K#FRIESE Page 6 of 8 & ASSOCIATES, INC. EXHIBIT B Engineering Services 1. KFA will assist the Owner during the Bid Phase with contract document distribution, conducting the pre-bid conference and bid opening, and providing assistance throughout the bidding process. Services during the bid phase will include: a. Attend pre-bid conference. KFA will attend the pre-bid conference, document any questions and any responses provided at the meeting, and issue a follow-up addendum if necessary. b. Interpret plans and specifications and draft addenda, as necessary, for issuance by the Owner. Three (3) addenda have been assumed for budgeting purposes. c. Attend bid -opening, prepare bid tabulation and issue a recommendation for award to the Owner. KFA will attend the public bid opening. After receipt of bids, KFA will tabulate the bids in unit price format. KFA will evaluate the bids for responsiveness, meet with the low bidder if necessary, and issue a recommendation of award to the LCRA. CONSTRUCTION PHASE 1. KFA will assist the Owner with contract administration during the construction phase of the project. We understand the Owner will provide required construction inspection services. KFA's services will include: a. Construction plan reproduction and distribution. KFA will incorporate addenda items in the construction plans as appropriate and reproduce and distribute the documents. b. Attend pre -construction conference. KFA will attend a pre -construction conference with the Owner, Contractor, and other parties as appropriate, and prepare the meeting minutes. c. Attend regular construction meetings. KFA will attend regular construction meetings with the Owner, Contractor, and other parties as appropriate, including preparing the meeting minutes. d. Site Visits. KFA will visit the site (typically twice per month) to check the progress of the work and verify general conformance with the project plans and technical specifications. e. Submittal Review. KFA will maintain a log of all Contractor submittals, track review progress, review and approve submittals, and distribute submittals to the appropriate parties. Pay Estimate Review. KFA will review the Contractor's pay estimates after approval by the Owner's on-site Inspector and make recommendations for payment. g. Preparation of Change Orders. KFA will review all Contractor's requests for Change Orders and prepare Change Orders as appropriate for distribution by the Owner. OFRIESE Page 7 of 8 & ASSOCIATES, INC. EXHIBIT B Engineering Services h. Provide answers to requests for information (RFI's) from Contractor and the Owner's staff as related to possible conflicts and clarifications needed between plans and specifications. Verify horizontal and vertical control monuments to be used by contractor for construction staking. Reestablishment of monuments removed or damaged shall be paid for by others. j. Provide monthly progress/status reports to LCRA. Status reports will include Contractor's progress over the reporting period, time used versus dollars spent, and a summary of outstanding issues. k. Contract Close-out. KFA will attend a final project walk-thru, document "punch list items", and issue an Engineer's Concurrence for Project Acceptance letter. KFA will also notify TCEQ and other jurisdictional agencies of project completion. I. Record Drawings. KFA will use the Contractor's redline as -built drawings to document as -built conditions in the final record drawings. KFA will supply the LCRA with one set of reproducible record drawings and provide one set of record drawings in electronic format. KrFRIESE Page 8 of 8 & ASSOC .arcs, INC. EXHIBIT C Regional Water System Project Schedule ole I I ' � ► I I Z I I ij I I I i 4 v �: ro E E A 8 O I� O � I I (Z li Iii I I E N c d 'r I I I y OW a goo �1 { �a v I 1 t OO ¢ Q I i I I 1 I r c ro I � N I d Z 101 IZ _ ... .... cgc Qg f$� 0 0 0 (7 0 N0 m o N O . th o Yl . 6 O Q {9 0 0 N m 0 � LL~ IL LL LL lL d O LL 'O LL li H (n LL f O N - F N LJ F IL I n r n r n n n n m m m m m o n n N n N n r AA m N g m m n r n n r r n N m m m O o r n r m 3 3 3 3 3 3 3 r ` i W O 3 3 D 3 w J r v N - Il 1.1 l') - IL IL C c — p p N p N p p p W D ro O J r ;2O t L O J a I~ 3 3 - CND N N m N m m ON1 b Q M 30 V V o E ro O ro co a a E E .J p4 C .� E a 4 gg E+ 2 a — $ ro $ ro_ [� a :'c_ ro u o f a `c w o E m a o y l r ° 2, Q a > _ i o¢ o n .`� w' o E $ m v `c o w' .4+ E 25 ro H V .O . 'S Z v E '2 N' o f F 0. E Qa a c ,a t, c E c c� c E 'p .4 g ro rn O c C a u E m m 2 O m U �° o L E _. 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L)E c m 2 O Q O E E E U w m U m U a N U N o — N m EEE+ EN `v v -6 m � U Epi Egg E � v `v E E w E E v E ccA C izi H U I roZ I n xI LL m ci m � a _ a � � N N � b IIO tN0 Imo IPO IO IIOO I^O 1�0 b IO n IN ^ n � y O N ao EXHIBIT D Work Schedule � a « MMM 8� m mom- - - -^ o _ra► LL a� s W a � v do i A ¢4: a� o' ow 6T a� r Y pe— Y at $ s j.j l9mmmm_ ©MMMMMMMMMMM. w J W Q F m = X� W w LL W .; V) != W LL Y 15 f�0^ p d i+7 CV y y M y p N N p N (C(S�D( C�pp M M EN9 M N M H �M p y p tl! M1 F N y p y y y AK H N pp o pp 8 0 8 S 0 ppp H p p p p p pp 8 8 a S O O O 8 0 pp 0 8 8 8Q p O y H lCL N N O S (Pl'plii N h � � � � � f0 �► � �L p M to N 8 01 (^y Ol {•� h p N R iA O Q t� p K N m J N M p N p M p N lv~j cv �y cV �1 ey N N N Vs dl V^f M iN H N y cfy ON H N tl' p M y Up M (/9 �C C N J � 7e p 2 t� N l0 eN. O 2 rp R r Y p Q Z� O "i CP V ((1V O V O W N N V a0 N (V N V (D N ,r p a� �O a0 O A Q �. (Zj O P) �p a} (D U p = N N@ v Y C R Y v a o R 7 O V m O x UUU V ! M O CO N N N N N N N N V a0 R R R Q Co Q O P W= R O N O T M (F (O N O) 00 (O cO O N O (OD p N N aD N O p CL w m m c0 N N 0 co O o7 co O OD f (o V m R R m Co N co T co 00 q La CLCL to O N N Co .- N O O O O (V a V c � Y _ L 8 CL TQC <_ � W Y a vro Z $ s ui a6 E n g gg - ®g a a a 8 a d m a n t9v n y a m m c� (� �° m ¢i �i LL C3 L2t (� is g I I I I I W .; V) != W LL Y ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID DATE(MMroD1YYY1f) FRIES -1 12/15/06 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ACEC/MARSH 701 Market St., Ste. 1100 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, St. Louis MO 63101 LTRINSRI Phone: 800-338-1391 Fax: 888-621-3173 INSURERS AFFORDING COVERAGE NAIL # INSURED INSURER A: Hartford Insurance Company 22357 INSURER B: K Friese & Associates, Inc. Att • Karen Friese 7600 INSURER C: Burnet Road Suite 290 Austin TX 78757 INSURER D: INSURER E: CAVCD w /SCC THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDrAON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRINSRI TYPE OF INSURANCE POLICY NUMBER DATE M DATE MIDOIYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,00 - 0 A X COmmERCYILGENERALLIABILITY 84SBWBX1381 06/19/06 06/19/07 PREMISES Eaocamwe $1,000,000 CLAM MADE ® OCCUR MED EXP (Arty ase person) $10,000 PERSONAL& ADV INJURY 61,000,000 GENERALAGGREGATE $2,000,000 GENT AGGREGATE LIMIT APPLIES PEP, PRODUCTS - COMP" AGG $2,000,000 POLICY X JECT LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Eaaccideru) $ 1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per P...) $ A X HIREDAUTOS 84SBWBX1381 06/19/06 06/19/07 X NON-OWWNEO AUTOS BODILY INJURY (per awdem) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCES5IUMBREL LA LIABILITY EACH OCCURRENCE $ OCCUR FICLAIMS MADE AGGREGATE $ S DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND X TORY LIMBS ER A W,C,�TME YERV LIABILITY 84WBGPL0949 06/19/06 06/19/07 E.L. EACH ACCIDENT $500,000 OFFICER/MEMBEREXCLUDEDT E.L. DISEASE -EA EMPLOYEE $5OQ OOO Wyes, describe under SPECUILPROVISIONSbebw E.LDISEASE- POLICYLMIT $ 500 OOO OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS PROJECT 0067: RR-CP-LEANDER REGIONAL WATER LINE - THE CITY OF ROUND ROCK,THE CITY OF LEANDER AND THE CITY OF CEDAR PARK ARE INCLUDED AS ADDITIONAL INSURED AS RESPECTS WORK PERFORMED BY THE NAMED INSURED FOR COVERAGES EXCEPT W/C. ccDrlcrrwrc unr nco CANCELLATION CTYROU— SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WALL ENDEAVOR TO MAIL 30 DAYS WRITTEN CITY OF ROUND ROCK NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL ATTN : MR. DON RUNDELL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE USURER, ITS AGENTS OR 2008 ENTERPRISE DRIVE. REPRESENTATIVES. ROUND ROCK TX 78664 aurHORIM ItEeZfjEWn ACORD 25 (2001!08) EXHIBIT V• 0ACORD CORPORATION 1988 I In