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R-13-03-28-I3 - 3/28/2013RESOLUTION NO. R -13-03-28-I3 WHEREAS, the City of Round Rock desires to retain engineering services for the Chandler Creek 1 — Upper Phase Wastewater Line Project, and WHEREAS, The Wallace Group, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with The Wallace Group, 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 The Wallace Group, Inc. for the Chandler Creek 1 — Upper Phase Wastewater Line Project, a copy of said contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 28th day of March, 2013. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: 44ft"L. SARA L. WHITE, City Clerk O:\wdox\SCCIn[s\Ol 12\ 1304NUNICIPAL\00270488. DOC EXHIBIT "A" - ROUND ROCK, TEXAS PURPOSE. PAWOR Pa0SPE8nY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: THE WALLACE, GROUP INC. ("Engineer") ADDRESS: One Chisholm Trail Suite 130 Round Rock TX 78681 PROJECT: Chandler Creek 1— UpperPhase Wastewater Line THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day of , 2013 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the patties; NOW, THEREFORE, WITNESSETH: That for and in consideration of tine 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: Rev. 05/10 Engineering Services Contract 00192831 0199.1370; 00269542 ww0 l CC 1 UP CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled `Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplislied within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Teem. The Engiuecr is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. if Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be conmienced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as frill compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of One Hundred Ninety -Four Thousand Six Hundred Ninety and No/100 Dollars ($194,690.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal (ands; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Jeff Bell Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number (512) 218-7076 Fax Number (512) 218-5563 Email Address jbell@roundrocktexas.gov roundrocktexas.gov 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Scott Wetzel, P. E. Vice President One Chisholm Trail, Suite 130 Round Rock, TX 78681 Telephone Number (512) 248-0065 Fax Number (512) 246-0359 Email Address scottw a Wallace-group.coni ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -clay notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in frill force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or dining periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. on ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all conunon law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission fron Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar put -poses in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall fin7rish 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 perforin the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed fiom association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMSIBREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perforin the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all perinits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City lianuless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION FINANCIAL INTEREST PROHIBITED (1) Nan -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that lie/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 11 otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsttltant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work tinder 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 requircments. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) 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 City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, xvith certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, thein successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Scott Wetzel, P. E. Vice President One Chisholm Trail, Suite 130 Round Rock, TX 78681 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 Eaigineering 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 his/lier/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for sauce shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services fiirnished 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 Determinatiorus. 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 lie/she has full and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and Rill performance of the terms and provisions hereof. CITY OF ROUND ROCK, TEXAS Alan McGraw, Mayor ATTEST: By: Sara L. White, City Clerk THE WALLACE GROUP, INC. M. Signature of Principal Printed Name: 15 APPROVED AS TO FORM: Stephan L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (Z) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 16 EXHIBIT A city Services The City of Round Rock will furnish to TWG the following items/information: 1. Make available to TWG all existing records, maps, plans and other information, including record drawings and related documents, easement information/documents, construction plans, test records, aerial photography, utility system maps, explorations of subsurface conditions at or contiguous to the site, drawings of physical conditions in or relating to existing surface or subsurface utilities or structures at or contiguous to the site, environmental assessments, impact statements and other relevant cultural studies pertaining to the Project, the site and adjacent areas as possessed by City which are relevant to TWG in the completion of the work under this Agreement. 2. Provide all criteria and full information as to City's requirements for the Project, including design objectives and constraints, performance requirements, any budgetary limitations; and make available all standard forms, design standards and construction standards which City will require to be included in the Plans and Specifications. 3. Furnish existing relevant property information and zoning, deed and other land use restrictions that could affect the project and/or 'TWG's scope of work. 4. Examine all preliminary designs and submittals, plans, specifications, opinion of costs and other documents presented by TWG and render in writing decisions pertaining thereto. 5. Attend the pre-bid conference, bid opening, pre -construction conference, construction progress and other Project -related meetings and final inspections. 6. Give prompt written notice to TWG whenever City observes or otherwise becomes aware of any development that affects the Scope of Services or the Time Schedule of TWG in the performance or furnishing of the required services for the Project, or any defect or nonconformance in TWG's services or in the work of any Contractor. EXHIBIT B Engineering Services A. Preliminary & Non -Design Phase Services 1. Conduct field reconnaissance — provide one or more site visits to gather information related to, and that could affect the design of the Project. 2. The Wallace Group (TWG) will conduct surveying services necessary to prepare design and construction drawings/plans for the Project, as located along the proposed alignment of the water and wastewater utility lines. Survey services will include the following: 3. Data Collection and Property Research a. TWG will do the necessary research in order to obtain the deeds and plats along the proposed project alignment in order to establish the existing property boundaries or road rights-of-way. 4. Project Control a. TWG will establish project horizontal and vertical control based on City of Round Rock monuments (NAD83 & NAVD88). b. TWG will set benchmarks for use during construction along the survey route at 1,000 ft. intervals. 5. Design Survey a. Perform a field survey to identify and locate existing topographic elements within the defined limits of the selected route including, but not limited to the following: • Property corner monumentation sufficient to establish best -fit alignment of rights -of -ways and property lines along the selected route. • Roadways, existing pavement, driveways, etc. • Manholes, inlets, etc. and invert elevations. • Trees, including species and caliper (for 8" or greater) • Buildings and permanent structures • Other applicable physical features that could impact design b. Call Texas 811 for marking of underground utilities and field locate paint marks. c. Perform cross-sections at 100 ft. intervals and at grade breaks. 6. This topographic map will show right-of-way & NA and property lines with a best - fit alignment to found property corners and record deed/subdivision lot lines. Replacement of missing corners is not proposed. 7. TWG will prepare metes and bounds descriptions and exhibit drawings for easement areas as requested by client. The fee basis for this item is $1,500 per easement. It is estimated that 6 easement or parcel descriptions will be required. 8. TWG will obtain Right -of -Entry permissions to the affected properties for the purposes of survey operations only. B. Design Phase Services Upon completion of Preliminary services, Design Phase Services will be initiated. TWG will perform or furnish the necessary professional engineering and related services to enable the City to receive comparative bids as necessary to award a construction contract for the Project as stipulated herein. TWG agrees to perform the following services: 1. Utilize the City provided concept plan to develop the Project design. The Project design will generally consist of providing plan and profile sheets for the horizontal and vertical alignment for a new wastewater gravity sewer, extending for approximately 7600 feet from the north side of Legends Village to approximately 2200 feet north of East Old Settlers Blvd. 2. Review design requirements for the City of Round Rock as necessary for the proposed Project design. 3. Utilize City provided geotechnical borings and information to assess existing subsurface conditions in the general Project location for the design of the project. No separate geotechnical services shall be provided by TWG. Should the City opt to have TWG provide such services at a later date, TWG will secure the services of a third party consultant specializing in geotechnical engineering. These services shall be considered supplementary and shall be negotiated for a fee beyond that included herein. 4. Prepare four (4) milestone submittals of plans, specifications and opinion of costs to the City for review of design, including preliminary (35%), interim (65%), pre - final (95%) and final (100%) construction drawings for the Project. 5. Attend four (4) project review meetings with the City to review the documents included at the milestone submittals. 6. Develop the project manual, including bid documents, contract documents and technical specifications for sanitary sewer systems. N 7. Advise City of any adjustments to the latest opinion of probable construction costs (OPCC) with each milestone submittal that could be due to changes in general scope, site conditions, extent or character or design requirements of the Project. Furnish to City a revised OPCC based on the final Contract Documents. 8. Furnish two paper copies at each of the four milestone submittals of construction drawings/documents to the City and present and review these documents with the City. 9. Upon receipt of final review comments (if any) from the City, TWG shall incorporate the applicable comments into the final construction documents. 10.This Scope does not include any environmental assessments, hazardous materials assessments, historic structures, threatened or endangered species assessments, geotechnical services, or related permitting for storm water or waters of the United States. C.. Bidding Phase Services TWG agrees to perform support services to the City during the Bidding Phase of the Project. 1. Provide the City with a written project description to assist them in advertising the Project for bid. 2. Prepare bid documents and the necessary copies to be distributed to prospective bidders. TWG shall establish the price charged to the bidders for the bid documents as required to cover his reproduction costs. The costs to the contractors shall not be refundable. 3. TVVG will provide clarifications and/or address bidder's questions during the bid process. TWG will prepare and issue addenda as may be required to modify the Contract Documents before or after they have been issued to prospective Bidders. 4. Prepare a current OPCC and quantities to the City. 5. Attend one (1) Pre -Bid and meeting and one (1) Bid Opening for the Project. If so requested by the City, TWG will conduct the Pre -Bid conference and provide the meeting agenda. 9 6. Review bids received for completeness and accuracy and prepare a bid tabulation to be submitted to the City and respondents, and make recommendation for bid award and prepare notice of award. 7. Prepare up to five (5) sets of final Contract Documents. D. Construction Phase Services TWG agrees to perform the following Construction Phase Services listed below. 1. Interpretation. During construction TWG's Project Manager or Design Staff shall be available for interpretation of the Drawings, Specifications, or Bidding Documents. 2. Project Submittals. Review Contractor submitted Shop Drawings, material samples, equipment drawings, and other data submittals required by the Contract Documents for conformance with the applicable sections of the Documents. 3. Preconstruction Conference. Provide representation for the City at one (1) preconstruction review conference with the selected Contractor. 4. Construction Observation. Provide up to twenty-four (24) periodic construction observation site visits at appropriate intervals during construction to become generally familiar with the progress and quality of the Contractor's work and to determine if the work is proceeding in general accordance with the Contract Documents. Due to the intermittent nature of the site visits, TVVG is not conducting detailed inspections or exhaustive reviews of the Contractor's work and, therefore, does not assume the responsibility of the Contractor to fulfill his obligation to properly perform and fully execute construction of the Project without errors and omissions. 5. Progress Meetings. Attend monthly construction progress meetings to be conducted at the City's office or project site. It is anticipated that construction will last for six months and that six construction progress meetings will be provided. Should more than six construction progress meetings be required, those services shall be considered additional and shall be negotiated as an additional fee. 6. Construction Administration. Review and make recommendations on pay requests and change orders. 4 7. Final Review. Assist the City in conducting a final review of the completed construction in an effort to determine if the final construction is in conformance with the Contract Documents. Complete a punchlist and submit to the City and make a subsequent recommendation of project acceptance once the punchlist items have been corrected by the Contractor. 8, Record Drawings. Upon completion of the construction work and upon final project approval, TWG shall revise the original reproducible Drawings to reflect changes made during construction. Mark-ups shall be submitted by the Contractor. TWG shall then submit two (2) sets of hard -copy prints to the City, and one CD/DVD containing portable digital files (PDF) of the plans. E. General The standard of care for all professional services performed or furnished by TWG under this Agreement will be the care and skill ordinarily used by members of TWG's profession, practicing under similar conditions at the same time and in the same locality. TWG makes no warranties, expressed or implied, under this Agreement or otherwise, in connection with TWG's services. 5 EXHIBIT C WORK SCHEDULE DATE: MILESTONE: 03-14-2013 City Council Contract Agreement Approval 03-21-2013 Issuance of Notice to Proceed to TWG 04-22-2013 Submittal of Survey to TWG by Sub-Consultant/Surveyor 06-03-2013 35% Design Submittal to City of Round Rock Public Works Department for Review 07-01-2013 65% Design Submittal to City of Round Rock Public Works Department for Review 08-05-2013 95% Design Submittal to City of Round Rock Public Works Department for Review 08-26-2013 100% Design Submittal to City of Round Rock Public Works Department for Review 09-09-2013 Plans and Construction Documents Approved by City of Round Rock Public Works Department 09-16-2013 First Public Notice Advertisement for Bid 09-23-2013 Second Public Notice Advertisement for Bid 10-23-2013 Project Bid Opening 10-24-2013 Notice of Award Issued by City 11-11-2013 Contractor Completes Contract Documents — Secures Signatures, Bonding and Insurance Certificates 11-18-2013 City Executes Contract Documents 11-19-2013 City Issues Notice to Proceed; Conduct Pre -Construction Conference 06-18-2014 Substantial Construction Completion — Construction (210 Days) 07-18-2014 Final Construction Completion and Final Project Acceptance (30 days) 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 00 O O 0 O O U-) Lo N co QO O O 00 Cl NM C) 00 N C� CA NO Y- N C3 �- CO 'T O I' lO Cfl 0� (n (n OO V' 1— U) O In 1' O Hl3 (0 N N N •- 69 r N N C) F CR Cfl Cfl CA EA 69 093 CR 'r - O O O O O O O Cl O O CO C) O y O O O O O Cl O O O O O (D C C) 0 0 0 0 0 0 0 0 0 0 O V f9 <A ca Ef3 (9 6q ER EA E!i (H <A6% 7 CA r 0 0 4 V 0 0 0 0 0 0 0 0 0 0 0 O to C) O 0 O O N nj O O O O CO M :t b9 fA 6q fa ui UY U), 6a �- � r Efi <ii a N O U0 0 0 0 Co 0 O O O O O 00 0 0 0 0 0 0 0 0 0 0 0 r O O O M O (fl kv J 000 V (� (LC:)O a0 ('V C) C'4 CD O M O 'ct O C') N �CY) N N~ O a to O -0 Efi N N N U> U) E9 EA EH � 01)ffi i/? 60 m O J 14- rn LO N N w N F p N f0 J U W N y N U U U N N U [1 0. m p o Y o C� m N U 2) y (0 F LL 4) M Cn LO m E �oR c 0 N LO o U) m ' o cu (u a v ^i rnW c� � � n � .O o •- a1 m c o W0 v �. c;a oUa O - o rr a a ii an U o o �- N M ct Lo (6 f- co O) — — Z y (A y y y y tq y y y (!) F- F-- F- }- F-- F. F- F- H F- F- U' EXHIBIT E Certificates of Insurance Attached Behind This Page 10 A`� o CERTIFICATE OF LIABILITY INSURANCE DATE (MWDDNYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 2/12/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER McLaughlin Brunson Insurance Agency, LLPFAX 6600 LBJ Freeway Suite 220 Dallas TX 75240 CONTACT NAME: Jeffrey A McLaughlin AlCNNo Ext): (214) 503-1212C No: (214) 503-8899 E-MAIL ADDRESS: INSURER S) AFFORDING COVERAGE MAIC 6 INSURERA:Hudson Insurance Company 25054 INSURED INSURER B: The Wallace Group, Inc. COMMERCIAL GENERAL LIABILITY INSURERC: INSURER D: PO BOX 22007 INSURER E: Waco TX 76702 INSURER F: COVERAGES CERTIFICATE NUMBER: Cert ID 18219 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMfDD1YYYY POLICY EXP MMIDDNYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY R NTED PREMISES Ea occurrent. S MED EXP (Any one person) $ CLAIM$ 1440E F—I OCCUR PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE S GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ $ POLICY F—IJPERGOT-LOC AUTOMOBILE LIABILITY (Eg INED SINGLE LIhSIT Ea c den[ a BODILY INJURY (Per person) 5 ANY AUTO BODILY INJURY (Per aoddent) $ ALL OWNEDSCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS(Per PROPERTY DAMAGE $ a ' n UMBRELLA LIAR HOCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAR CLAILIS-MADE DEO I I RETENTION$ S WORKERS COMPENSATION AND EMPLOYERS'LIABILITY ANY PROPRIETORMARTNERIEXECU—]TNE WC STATU• OTH- TOR Il it I ER E.L. EACH ACCIDENT $ E.L. DISEASE • EA EMPLOYEE S OFFICER(MEMBER EXCLUOEDI (Mandatory in NH) N 1 A E.L. DISEASE •POLICY LU.11T $ If yes, desafbe under DESCRIPTION OF OPERATIONS betvv A Professional Liab. / H Y AEB72435-03 12/18/201212/18/2013 Per Claim/ $ 2,000,000 Annual Aggregate Contractor's Pollution Liability $ DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD tot, Additional Remarks Schedule, U more space Is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible. Thirty day notice of cancellation in favor of certificate holder. RE: TWO 22871 - Chandler Creek 1 - Upper Phase WWI, ncoTi ET AT= unr noo CANCFI I ATION U lUt)U-ZUIU AGUKU uOKYUKHi ium All rlgnl5 reSUlvUO. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Page 1 of 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rock AUTHORIZED REPRESENTATIVE ..m°�Round 221 Bast Main Street Rock TX 78664 U lUt)U-ZUIU AGUKU uOKYUKHi ium All rlgnl5 reSUlvUO. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Page 1 of 1 City of Round Rock ROUND ROCK TEXAS nnw.s�. �xmon wmrrnitt Agenda Item Summary Agenda Number: 1.3 Title: Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with The Wallace Group, Inc. for the Chandler Creek 1 - Upper Phase Wastewater Line Project. Type: Resolution Governing Body: City Council Agenda Date: 3/28/2013 Dept Director: Michael Thane, Utilities Director Cost: $194,690.00 Indexes: Self -Financed Wastewater Construction Attachments: Resolution, Exhibit "A" Text of Legislative File 13-125 The Chandler Creek 1 Wastewater Interceptor consists of three phases. The first phase was built with the Legends Village, Section 2 -Phase 4 subdivision and was oversized with cost participation by Round Rock to ensure adequate capacity to accommodate future growth to the north. The second phase, known as the Chandler Creek 1 -Lower Phase, was recently completed and tied the Legends Village wastewater line to the existing Chandler Creek Wastewater Interceptor. The third phase, Chandler Creek 1 -Upper Phase Wastewater Line, will provide peak flow wastewater capacity for the entire drainage basin located north of Legends Village. This contract will include Preliminary Engineering to determine the most suitable alignment, the design of approximately 5,400 linear feet of 18 inch wastewater line and necessary appurtenances, bidding services, and minimal construction phase services. The City Utility staff recommends approval of this contract with The Wallace Group, Inc. for the amount of $194,690 for these services. Staff Recommends approval. City of Round Rock Page 1 Printed on 312512013 w O � ROUND ROCK, TEXAS PURPOSE PASSION PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: THE WALLACE GROUP, INC. ("Engineer") ADDRESS: One Chisholm Trail, Suite 130, Round Rock, TX 78681 PROJECT: Chandler Creek 1— Upper Phase Wastewater Line THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRAGT F R ENGINEERING SERVICES ("Contract") is made and entered into on this the2day of , 2013 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract 0199.1370; 00269542 Ww01 CC 1 UP x.13-v3-Z�j-L3 Rev. 05/10 00192831 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as frilly a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 24. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts. to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of One Hundred Ninety -,Four Thousand Six Hundred Ninety and No/100 Dollars ($194,690.00) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE S METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Seivices are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, tlus policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Jeff Bell Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number (512) 218-7076 Fax Number (512) 218-5563 Email Address jbell@iroundrocktexas.gov 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Scott Wetzel, P. E. Vice President One Chisholm Trail, Suite 130 Round Rock, TX 78681 Telephone Number (512) 248-0065 Fax Number (512) 246-0359 Email Address scottw@r Wallace-group.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Set -vices. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Set vices. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in fiill force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 2 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, -specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constricting, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. h City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City tenninate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, Arles and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any marmer affecting the performance of this Contract, including without limitation, minimunr/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall ftimish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or wMelr result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, onllssions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to amiul 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, conunission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials dr equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and I otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract -to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minunum Insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) 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 City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constihrtes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Scott Wetzel, P. E. Vice President One Chisholm Trail, Suite 130 Round Rock, TX 78681 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any flilure 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 his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting *and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or constriction 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 frill and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized represerrtative(s), thereby binding the patties hereto, their successors, assigns and representatives for the faithful and Rill performance of the terms and provisions hereof. CITY OF ROUUNR ND CK, TEXAS By: f ' 1 Alan McGraw, Mayor ATTEST: By: Sara L. White, City Clerk THE WALLAC ROUP, INC. By:NZ Signatrue of Principal j) Printed Name: .�corT G/ETz�L 15 APP ED AS TO ORM: Steplra L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 16 EXHIBIT A City Services The City of Round Rock will furnish to TWG the following items/information: 1. Make available to TWG all existing records, maps, plans and other information, including record drawings and related documents, easement information/documents, construction plans, test records, aerial photography, utility system maps, explorations of subsurface conditions at or contiguous to the site, drawings of physical conditions in or relating to existing surface or subsurface utilities or structures at or contiguous to the site, environmental assessments, impact statements and other relevant cultural studies pertaining to the Project, the site and adjacent areas as possessed by City which are relevant to TWG in the completion of the work under this Agreement. 2. Provide all criteria and full information as to City's requirements for the Project, including design objectives and constraints, performance requirements, any budgetary limitations; and make available all standard forms, design standards and construction standards which City will require to be included in the Plans and Specifications. 3. Furnish existing relevant property information and zoning, deed and other land use restrictions that could affect the project and/or TWG's scope of work. 4. Examine all preliminary designs and submittals, plans, specifications, opinion of costs and other documents presented by TWG and render in writing decisions pertaining thereto. 5. Attend the pre-bid conference, bid opening, pre -construction conference, construction progress and other Project -related meetings and final inspections. 6. Give prompt written notice to TWG whenever City observes or otherwise becomes aware of any development that affects the Scope of Services or the Time Schedule of TWG in the performance or furnishing of the required services for the Project, or any defect or nonconformance in TWG's services or in the work of any Contractor. EXHIBIT B Engineering Services A. Preliminary & Non -Design Phase Services 1. Conduct field reconnaissance — provide one or more site visits to gather information related to, and that could affect the design of the Project. 2. The Wallace Group (TWG) will conduct surveying services necessary to prepare design and construction drawings/plans for the Project, as located along the proposed alignment of the water and wastewater utility lines. Survey services will include the following: 3. Data Collection and Property Research a. TWG will do the necessary research in order to obtain the deeds and plats along the proposed project alignment in order to establish the existing property boundaries or road rights-of-way. 4. Project Control a. TWG will establish project horizontal and vertical control based on City of Round Rock monuments (NAD83 & NAVD88). b. TWG will set benchmarks for use during construction along the survey route at 1,000 ft. intervals. 5. Design Survey a. Perform a field survey to identify and locate existing topographic elements within the defined limits of the selected route including, but not limited to the following: • Property corner monumentation sufficient to establish best -fit alignment of rights -of -ways and property lines along the selected route. • Roadways, existing pavement, driveways, etc. • Manholes, inlets, etc. and invert elevations. • Trees, including species and caliper (for 8" or greater) • Buildings and permanent structures • Other applicable physical features that could impact design b. Call Texas 811 for marking of underground utilities and field locate paint marks. c. Perform cross-sections at 100 ft. intervals and at grade breaks. 6. This topographic map will show right-of-way & NA and property lines with a best - fit alignment to found property corners and record deed/subdivision lot lines. Replacement of missing corners is not proposed. 7. TWG will prepare metes and bounds descriptions and exhibit drawings for easement areas as requested by client. The fee basis for this item is $1,500 per easement. It is estimated that 6 easement or parcel descriptions will be required. 8. TWG will.obtain Right -of -Entry permissions to the affected properties for the purposes of survey operations only. B. Design Phase Services Upon completion of Preliminary services, Design Phase Services will be initiated. TWG will perform or furnish the necessary professional engineering and related services to enable the City to receive comparative bids as necessary to award a construction contract for the Project as stipulated herein. TWG agrees to perform the following services: 1. Utilize the City provided concept pian to develop the Project design. The Project design will generally consist of providing plan and profile sheets for the horizontal and vertical alignment for a new wastewater gravity sewer, extending for approximately 7600 feet from the north side of Legends Village to approximately 2200 feet north of East Old Settlers Blvd. 2. Review design requirements for the City of Round Rock as necessary for the proposed Project design. 3. Utilize City provided geotechnical borings and information to assess existing subsurface conditions in the general Project location for the design of the project. No separate geotechnical services shall be provided by TWG. Should the City opt to have TWG provide such services at a later date, TWG will secure the services of a third party consultant specializing in geotechnical engineering. These services shall be considered supplementary and shall be negotiated for a fee beyond that included herein. 4. Prepare four (4) milestone submittals of plans, specifications and opinion of costs to the City for review of design, including preliminary (35%), interim (65%), pre - final (95%) and final (100%) construction drawings for the Project. 5. Attend four (4) project review meetings with the City to review the documents included at the milestone submittals. 6. Develop the project manual, including bid documents, contract documents and technical specifications for sanitary sewer systems. 7. Advise City of any adjustments to the latest opinion of probable construction costs (OPCC) with each milestone submittal that could be due to changes in general scope, site conditions, extent or character or design requirements of the Project. Furnish to City a revised OPCC based on the final Contract Documents. 8. Furnish two paper copies at each of the four milestone submittals of construction drawings/documents to the City and present and review these documents with the City. 9. Upon receipt of final review comments (if any) from the City, TWG shall incorporate the applicable comments into the final construction documents. 10. This Scope does not include any environmental assessments, hazardous materials assessments, historic structures, threatened or endangered species assessments, geotechnical services, or related permitting for storm water or waters of the United States. C. Bidding Phase Services TWG agrees to perform support services to the City during the Bidding Phase of the Project. 1. Provide the City with a written project description to assist them in advertising the Project for bid. 2. Prepare bid documents and the necessary copies to be distributed to prospective bidders. TWG shall establish the price charged to the bidders for the bid documents as required to cover his reproduction costs. The costs to the contractors shall not be refundable. 3. TWG will provide clarifications and/or address bidder's questions during the bid process. TWG will prepare and issue addenda as may be required to modify the Contract Documents before or after they have been issued to prospective Bidders. 4. Prepare a current OPCC and quantities to the City. 5. Attend one (1) Pre -Bid and meeting and one (1) Bid Opening for the Project. If so requested by the City, TWG will conduct the Pre -Bid conference and provide the meeting agenda. P? 6. Review bids received for completeness and accuracy and prepare a bid tabulation to be submitted to the City and respondents, and make recommendation for bid award and prepare notice of award. 7. Prepare up to five (5) sets of final Contract Documents. D. Construction Phase Services TWG agrees to perform the following Construction Phase Services listed below. 1. Interpretation. During construction TWG's Project Manager or Design Staff shall be available for interpretation of the Drawings, Specifications, or Bidding Documents. 2. Project Submittals. Review Contractor submitted Shop Drawings, material samples, equipment drawings, and other data submittals required by the Contract Documents for conformance with the applicable sections of the Documents. 3. Preconstruction Conference. Provide representation for the City at one (1) preconstruction review conference with the selected Contractor. 4. Construction Observation. Provide up to twenty-four (24) periodic construction observation site visits at appropriate intervals during construction to become generally familiar with the progress and quality of the Contractor's work and to determine if the work is proceeding in general accordance with the Contract Documents. Due to the intermittent nature of the site visits, TWG is not conducting detailed inspections or exhaustive reviews of the Contractor's work and, therefore, does not assume the responsibility of the Contractor to fulfill his obligation to properly perform and fully execute construction of the Project without errors and omissions. 5. Progress Meetings. Attend monthly construction progress meetings to be conducted at the City's office or project site. It is anticipated that construction will last for six months and that six construction progress meetings will be provided. Should more than six construction progress meetings be required, those services shall be considered additional and shall be negotiated as an additional fee. 6. Construction Administration. Review and make recommendations on pay requests and change orders. 4 7. Final Review. Assist the City in conducting a final review of the completed construction in an effort to determine if the final construction is in conformance with the Contract Documents. Complete a punchlist and submit to the City and make a subsequent recommendation of project acceptance once the punchlist items have been corrected by the Contractor. 8. Record Drawings. Upon completion of the construction work and upon final project approval, TWG shall revise the original reproducible Drawings to reflect changes made during construction. Mark-ups shall be submitted by the Contractor. TWG shall then submit two (2) sets of hard -copy prints to the City, and one CD/DVD containing portable digital files (PDF) of the plans. E. General The standard of care for all professional services performed or furnished by TWG under this Agreement will be the care and skill ordinarily used by members of TWG's profession, practicing under similar conditions at the same time and in the same locality. TWG makes no warranties, expressed or implied, under this Agreement or otherwise, in connection with TWG's services. M EXHIBIT C WORK SCHEDULE DATE: MILESTONE: 03-14-2013 City Council Contract Agreement Approval 03-21-2013 Issuance of Notice to Proceed to TWG 04-22-2013 Submittal of Survey to TWG by Sub-Consultant/Surveyor 06-03-2013 35% Design Submittal to City of Round Rock Public Works Department for Review 07-01-2013 65% Design Submittal to City of Round Rock Public Works Department for Review 08-05-2013 95% Design Submittal to City of Round Rock Public Works Department for Review 08-26-2013 100% Design Submittal to City of Round Rock Public Works Department for Review 09-09-2013 Plans and Construction Documents Approved by City of Round Rock Public Works Department 09-16-2013 First Public Notice Advertisement for Bid 09-23-2013 Second Public Notice Advertisement for Bid 10-23-2013 Project Bid Opening 10-24-2013 Notice of Award Issued by City 11-11-2013 Contractor Completes Contract Documents — Secures Signatures, Bonding and Insurance Certificates 11-18-2013 City Executes Contract Documents 11-19-2013 City Issues Notice to Proceed; Conduct Pre -Construction Conference 06-18-2014 Substantial Construction Completion — Construction (210 Days) 07-18-2014 Final Construction Completion and Final Project Acceptance (30 days) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0) O O Op O O O O O� Lo N O .Q} OOOOMCV �M000(140 O) N O e- N O d• �-- CO V o It Cp O Cn C) LO CF) 00 '• n U')0 T --L0 V 69'WHN04N—V).--N04 M H Ef? u9 6`i EH Ei? ff3 fA ER r EH 0 O o 0 0 0 0 o O 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 c o0000(Doc-)000 to cry 64) 6,4, u9 u3 ul fA u), 69 09, 0 u), v m (� C) o a a o 0 0 0 0 0 0 C:) a o o vi a a o v 00 0 0 0 0 In N N (D 60 Op 00 00 N a N c'7 d O L 64 Eft 69 EA 649 EA O 6H 6f), N O O a 0 0 0 0 0 0 a d 0 0 O M p O N O N a O 00 CD O M O O(D O M j N rn� rn ti h 0 0 O d! EA G9 CN d� b9 to 6NR � O Co co F- O 04 N N N .Q cc J U N 60 3 SD W Z � CF) U) rn o a. vi O C •4 (Q cm0 E (� O N O .E 0) CO) d 'y N coE Oo O E M M rn N coo U) Z'to •-0 c g c3 v�co cu cm �ooa 2 .i F0 a) e-- cv a0a` O F - aIxwa. Eaiioa0 . i -,i cd er ui ib f-- 66 6i o Z �cx�cxx-%exx-he x -Ise cn cn 60 696n N N uJ N N N F-HHH}O-F-1 F-FTFTF C'3 EXHIBIT E Certificates of Insurance Attached Behind This Page �P CERTIFICATE OF LIABILITY INSURANCEDATE(MMIDDNYYY) a/12/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(fes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER McLaughlin Brunson Insurance Agency, LLP 6600 LSJ FreewayPHONE Suite 220 Dallas TX 75240 CONTACT NAME: Jeffrey A McLaughlin "IML(214) 503-1212C No:(214) 503-8899 ADDRESS, INSURER(Al AFFORDING COVERAGE NAIC i POLICYEFF YYYJ INSURERA:Hudson Insurance Company 25054 LIMITS INSRED U The Wallace Group, Inc. INSURERS: INSURER C: PO Box 22007 INSURER D: Waco TX 76702 INSURER E: INSURER F: -- --- -- - "'-" nGYt11IVr4 IYVMISGK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SRR TYPE of INSURANCE ADDL 8 8R POLICY NUMBER POLICYEFF YYYJ MPOLICY EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE Is COhIMERCIAL GENERAL LIABILITY CLAlAM-MADE � PREMISES Ea occurrence)$ MED EXP JAny one person) $ OCCUR PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ GENLAGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OPAGO $ POLICY PRO LOC $ AUTOMOBILE LIABILITY B EOINGLE LIMIT E d nl ANY AUTO BODILY INJURY (Par person) $ ALLOWNEO SCHEDULED BODILY INJURY (Per socident) $ AUTOS AUTOS HIRED AUTOS NON-OWNEO AUTOS PROPERTY DAMAGE $ S UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LI AB CLAIMS -MADE GREGATE $ DED RETENTION S WORKERS COMPENSATION WC AND EMPLOYERS' LIABILITY Y I N LIMITj 10TH Es [EL - EACHACCIDEN7 S ANY PROPRIETORIPARTNEWEX£CUTNE OFFICER141EMBER EXCLUDED? N 1 A (Mandatory In andNH) H describe under DISEASE - EA EMPLOYE $ DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS below A Professional Liab. / N Y ARE72435-03 12/18/201212/18/2013r Claim/ $ 2,000,000 rApn-'nualAggregate Contractor's Pollution Liability $ DESCRIPTION OF OPERATIONS J LOCATIONS I VEHICLES (Attach ACORD 10t, Addidonai Remarks Schedule, H more space is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject to a deductible. Thirty day notice of cancellation in favor of certificate holder. REt TWO 22871 - Chandler Creek 1 - Upper Phase WWL City of Round Rock 221 East Main Street Round Rock TX 78664 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V TBatl-ZULU ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Page 1 of 1