Loading...
R-13-04-11-G6 - 4/11/2013RESOLUTION NO. R -13-04-11-G6 WHEREAS, the City of Round Rock desires to retain engineering services for the Chandler Branch Tributary 3, Gap Channel Improvements Project, and WHEREAS, Waeltz & Prete, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with Waeltz & Prete, 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 Waeltz & Prete, Inc. for the Chandler Branch Tributary 3, Gap Channel Improvements 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 11th day of April, 2013. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: q*M, - t4* - SARA L. WHITE, City Clerk O:\wdox\SCCInts\0112\1304\MUNICIPAU00271355 DOC EXHIBIT „A» 'ROUND ROCK, TEXAS PURPOSE. MS90x PROSPERITY CITY OF ROUND ROCI{ CONTRACT FOR ENGINEERING SERVICES FIRM: WAELTZ & PRETE, INC. ("Engineer") ADDRESS: 3000 Joe DiMaegio Boulevai-d #72, Round Rock, TX 78665 PROJECT: Chandler Branch Tributary — Trib 3, Gap Channel Improvements 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 parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev. 05/10 0199.1253; 00270796 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 filly 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 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. PJ (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 Two Hundred Fifly-Seven Thousand Eight Hundred Sixteen and No/100 Dollars ($257,816.00) 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 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: Lance Shellenberger Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number (512) 801-0668 Fax Number (512) 218-5563 Email Address lshellenberger@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: Antonio A. Prete, P.E. Vice President 3000 Joe DiMaggio Boulevard #72 Round Rock, TX 78665 Telephone Number (512) 505-8953 Fax Number N/A Email Address tony@w-I)inc.com w-pinc.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or pants thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawfiil 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 thus Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instrunents 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 fiurnish 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 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. 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 contact by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contact, 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 0 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, dirties, 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 fiilfill 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, minimunl/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 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) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work wider this Contract to maintain during the terns of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) 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 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 patties 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: Antonio A. Prete, P.E. Vice President 3000 Joe DiMaggio Boulevard#72 Round Rock, TX 78665 ARTICLE 33 GENERAL PROVISIONS (I) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be frilly 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 terns 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 Airnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Deterininations. 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 pennitting 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 lie/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and firll performance of the terms and provisions hereof. CITY OF ROUND ROCK, TEXAS APPROVED AS TO FORM: By: Alan McGraw, Mayor ATTEST: By: Sara L. White, City Clerk Stephan L. Sheets, City Attorney WAELTZ & PRETE, INC. By: ! Signaturk of Princi al,,} Printed Name: A A/ N i p A--?re+e 15 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 following services shall be provided by the City of Round Rock for this project at no cost to the consultant or their sub -consultants: 1. The City will assign a Project Manager that will serve as a point of contact for the consultant for the duration of the contract. The Project Manager will assist the consultant with: requests for information; processing of periodic pay requests; and, answering consultant inquiries as they pertain to the analysis, design and/or construction of the project. 2. The City will provide the consultant with "Right of Entry" (RDE) to properties, as required. 3. A valid and current Tax Exempt Resale Certificate issued from the City of Round Rock for the purchase of taxable land surveying services as a component of their deliverables. A copy of this certificate will be forwarded to Inland Ceodetics, LP in lieu of incurring sales tax charges for the boundary surveying portion of this proposal. 4. The City will make available to the consultant all information held by the City that the City in its sole discretion believes is germane to the project and will assist the consultant in the provision of his services. The City will provide one copy of said information to the consultant in a format deemed appropriate in the City's sole discretion. However, the City is not obligated to perform extensive research of its files or archives, and the information supplied to the consultant will be limited to readily retrievable and easily copied as determined by the City in its sole discretion. 5. The City will provide the consultant with hydrology models and report that have been prepared by URS Corporation. EXHIBIT B Engineering Services FINAL DESIGN & PERMITTING 1. PROJECT COORDINATION & MEETINGS: a. Coordinate and meet with the project Surveyor for items such as schedule, horizontal/vertical controls, set survey limits, coordination of easement & land acquisition documents, and identify survey deliverables. b. Coordinate and meet with the project Environmental Consultant for items such as schedule, environmental permitting, set investigation limits, and identify deliverables. c. Coordinate and meet with the project Geotechnical Engineer for items such as schedule, boring locations, types of recommendations needed for the design work, and identify deliverabies. d. Coordinate and meet with the project Geologist for items such as schedule, set investigation limits, and identify deliverables. e. Coordinate and meet with Franchise Utility providers within the project limits. f. Project coordination meetings with the City of Round Rock throughout the design process (Assumes 8 meetings: (4) On -Calf Meetings, 30%, 60%, 90%, 100%). 2. HYDROLOGY & HYDRAULIC ANALYSIS: Waeltz & Prete, Inc. shall prepare detailed Hydrology & Hydraulic Analysis for the project. HEC -RAS & HEC -HMS will be used for the analysis. Models shall be provided to the City. The scope includes: a. Review of existing hydrology models prepared by URS Corporation for the WCID. b. Modify the existing hydrology models to account for the removal of the detention basin upstream of Eagles Nest Street and any new sub -basins needed for the scope of work. The City is to provide the Hydrology Models that have been prepared by the URS Corporation. c. Prepare hydraulic models using HEC -RAS. d. Prepare CLOMR documentation for submittal to FEMA. e. Post construction of improvements prepare LOMR documentation for submittal to FEMA. f. Quality Assurance / Quality Control Page 1 of 5 Waeltz & Prete, Inc. proposes to break the modeling into two phases. Phase 1 would Include on the ground topographic information for the culverts at Eagles Nest Street, Indian Meadows Dr, and Settlement Dr. The in between limits will utilize City available Lidar information. Once the models and proposed alignments are refined (30% level of completion), the Phase 2 on -the -ground topographic survey will be performed and the models will be revised to reflect the on -the -ground survey information. 3. CONSTRUCTION PLANS: Waeltz & Prete, Inc. shall prepare detailed construction plans and specifications for the project. The scope includes: a. City of Round Rock & TCEQ general Construction Notes and Project Specific Notes. b. Overall Project Channel Modification Plan. c. Erosion, Sedimentation, Tree Protection Pian. d. Dimensional Control Plan. e. Plan & Profiles for the channel improvements. f. Cross Sections at 50' intervals. g. Utility relocations (Water, Wastewater, Culverts, & Storm Sewer Only). Dry utility relocations to be coordinated with the appropriate Franchise Utility provider. h. Traffic Control Plan & Details, as required. I. Construction Details, as required. j. Prepare plan submittals at 30%, 60%, 900/a, and 100%. k. Revise 'Engineer's Opinion of Probable Construction Cost" for each pian submittal. 1. Quality Assurance / Quality Control. The scope does not include modifications to existing water quality/detention ponds along the corridor (Exception: The abandonment of the existing detention pond upstream of Eagles Nest St.). It is assumed that the design will be able to accommodate the ponds in their existing conditions. 4. WATER POLLUTION ABATMENT PLAN (WPAP): a. Prepare a WPAP for the project. b. Process WPAP through the TCEQ for approval. Site Geologic Assessment services to be provided by Raba Kistner, Inc. as a sub - consultant to Waeltz & Prete, Inc. Page 2 of 5 5. STORM WATER POLLUTION PREVENTION PLAN (SWPPP): a. Prepare a SWPPP for the project. b. Assist City of Round Rock/Contractor in filing Construction Site Notice and/or NOI's, as required. 6. PERMIT PROCESSING: a. Process pians and hydraulic models for approval through the City of Round Rock and other governmental authorities that have jurisdiction. Includes response to comments and pian revisions, as required. b. Process CLOMR & LOMR documentation through FEMA. 7. BOUNDARYITOPOGRAPHIC SURVEY: Topographic surveying services to be provided by Inland Geodetics, L.P. as a sub - consultant to Waeltz & Prete, Inc. a. Inland will prepare a property schematic generated from record data (not to be considered a boundary survey) for the total project as now briefed to include a list of property owners. b. inland will attempt recovery of survey datum control as established previously for local CORR projects in the immediate vicinity of this project (Eagle Nest Signal Project). The values will be reconciled to GRS 80, NAD 83 Texas State Plane Coordinates, Central Zone 5376- (NIPS4203), US Survey feet. Vertical Datum will be relative as to that established for the above projects and reconciled to the CORR Survey Control System. c. Design and establish horizontal survey traverse as needed for topographic data gathering procedures. d. Inland will perform differential level loops for installation of a benchmark system at strategic locations at approximate 1000 foot intervals within the project limits. e. Collect spot elevations along the project route including edges of back of curbs, driveways, visible utilities, drainage structures, centerline of roads, trees 8' and up, any other hard surfaced improvements within the defined area, grade breaks, flow lines of watercourses, and other significant features relevant to the project. The collected data will include spot elevations and break lines sufficient to generate a 1 foot contour interval DTM for the project and deliver an Autocad DWG, ASCII, XML files and pdfs of field book entries. f. Inland will perform sufficient boundary analysis to prepare easement and/or full acquisition deliverables for up to 23 parcels along the project route. This task will also include an overall exhibit of the project acquisition area with parcels numbered for tracking purposes. For the purposes of this proposal, per parcel Page 3 of 5 fees amount to $2826.00 per parcel. NOTE: This fee is for budgeting purposes only. Certain tracts may require significantly more effort to produce deliverable products while others may be somewhat less effort. This fee is based on efficient research and field movement throughout the project limits. g. Deliverables will include a 3D file with break -lines. A DTM file processed to 1.0 foot contours will be provided and the associated spot point data in ASCII format. A list of benchmarks and project control coordinates will be included in list formats and notated in the DTM file. h. Inland will locate and process up to 5 geotechnical boreholes within the project limits. This proposal assumes a separate mission for collecting this information but is included in the field survey estimates. 8. GEOTECHNICAL INVESTIGATION: Geotechnical services to be provided by Raba Kistner, inc. as a sub -consultant to Waeltz & Prete, Inc. a. The project Geotechnical Engineer's scope of service shall include soil borings, geotechnical analysis, recommendations, and report of findings within the project limits identified in the Feasibility Report. 9. ENViRONMENTAL SURVEY & INVESTIGATION: Environmental services to be provided by Horizon Environmental Services, Inc. as a sub -consultant to Waeltz & Prete, Inc. a. The project Environmental Consultant's scope of service shall include the appropriate cultural resource survey, environmental assessment, waters of the US determinations & delineations within the project limits as identified in the Feasibility Study. Based upon the Feasibility Study, a Nation Wide Permit will not be applicable given the current design for this project. it is anticipated that an individual Permit processed through the USACE in conjunction with EPA, TPWD, USFWS, THC, and TCEQ will be required. 10. REIMBURSABLE EXPENSES: a. All copying, purchases of maps and documents, tax certificates, deeds, plats, printing of reports and plans, mailing, courier, express/overnight and other related expenses shall be charged at cost. Page 4 of 5 EXCLUSIONS ➢ Conflict Resolution ➢ Legal Lot Determinations ➢ Off -Site Designs of Any Nature ➢ Wastewater System Modeling ➢ Geotechnical Construction Testing Lab Services ➢ Environmental Studies, except as specified ➢ Construction Phase Services, except as specified (End of Scope) Page 5 of 5 ➢ Traffic Impact Analysis ➢ Gas, Tete/Comm, Electrical Design ➢ Construction Staking ➢ Subsurface Utility Engineering ➢ Governmental Fees & Fiscal ➢ Assembly and Recording of Legal Documents ➢ Preparation & Processing of Waivers, Variances or Exceptions EXHIBIT C Work Schedule Attached Behind This Page N a [zi a v _ N - � N N ........................................................... 0 a � M e► M M' co co a' 03 '7 V 1 P I E a [LLL a LL LL LL LL LL LL LL U. LL LL Z to M M M M m M co -^ co M g E 6 U d N LL LL � o v v v v v v v v v gi t o a w V M _ m — 44 94 94 N g' c c r ch � a iA .o a IL o c s d� t E w Z ac z w` U3 w� U) w a •o M t0 h 00 CL EXHIBIT D Fee Schedule Engineering Services Fee: PE - Project Engineer EA - Eng w ft Assrstenl ECT - Engineer CAD Tech PD - Project Designer SCT - Senior CAD Tech ADM - Adminisuall" Task Description PE PD EA SCT ECT ADM D.1-NLectCoord&Mtgs 72 0 0 36 0 24 D.2 - H drau6c 248 0 0 152 0 32 D.3 - Coraskuclion Plena 186 0 0 368 0 0 DA - WPAP 24 0 0 4 0 24 0.8 - MEPP 13 0 0 4 0 10 D.6 - Permit Processing 58 0 0 32 0 0 Total Hours Salary Rate / Hour Labor Coat Per Staff Total Labor Cost: 599 0 $135.00 $100.00 $8005.00 $0.00 Sub Consultant Fees: D.4.1 - Raba-Kistner, Inc. (Geologist) D.7. - Wand Geodetics ( Surveying) D.8 - Raba-Kistner, Mo. (Geotechnical) D.9 - Horizon Environmental Services, Inc. (Environmental) Reimbursable Expenses: D.10 - Copying and Reproduction TOTAL FEE FOR BASIC SERVICES 0 616 0 90 $90.00 585.00 $70.00 $60.00 $0.00 552.360.00 $0.00 $5,400.00 $135,625.00 $3.850.00 $81,751.00 $4,830.00 $25,780.00 $3,000.00 $257,816.00 EXHIBIT E Certificates of Insurance Attached Behind This Page c�'Rv CERTIFICATE OF LIABILITY INSURANCE"'Mowm0 LT THIS CERTIFICATE IS ISSUEO 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 tNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: it the certificate holder Is an ADDITIONAL INSURED, the pollcy(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 certiflcste holder In Reu of such andorsement(s . PRODUCER Brookshire Insurance Agencym 1611 Granger Road Taylor TX 76574 Timothy Kriegel (512) 352-6376 /cu1a1T-c»T MAs timebrook shireina.com AFFORDING COVERAGE NAiC • RlsweERA:Travelers Ll ds MURED Waeltz 6 Prete, Inc 3000 Joe Dimaggio Blvd Ste 072 Round Rock TX 78664 Rs -The Charter Oak Fire Insurance illsuwAcMravelers Indemnit IMMRD -Travelers Casualty and Surety URaR E F. 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. LT TYPE OFi43URANCE POLiCYNUAteER POUCYXFF 11AWDONYTY) MW (MOTS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLNhwAtATE ©OCCUR X ACP4000t4s90 !9!2012 1912013 EACH OCCURREIAE S 1, 000,00 S 300 00. UwExPiAAycn*Pw$0r4 $ 5,00 PERSONAL 6 ADV RJURY a 1,000,000 GENERALAGGRI:GATE $ 2,000 000 GEHL AGGREGATE Lum APPLIES PER: X POLICY LOC PRODUCTS - COA6P10F AGG S 2,000,000 S AUTOMOBILE UA1NUTY LIMIT1,000,000 SME., AL ANYAUTO ALLOHNED SCHEDULED AUTOS AUTOS 'MED X HIRED AUTOS X NOWAUTOS JLCP4000MB90 /9/2012 /9/2013 BODILY KJURY(Prpmsag S 6001LY NAM (Per erode di S - S S C X I UMBRELLA UAe EXCESS UAB X OCC CLASAS-IAADE 2UP0133T621 /9/2012 /9/2013 EACH OCCURRENCE : 2,000,000 AGGREGATE S 2,000,000 DED X RareyT{pNS 10,00( S B ANDtO DISC a�I RV aIUTY AIRY PROPRIETORMARTMRrEXECUTIVE Yt N OFFICERAI&Aill FXCLUOEDT Q (M#ndafory In MQ OEAMTIONOFOP TIONS below N f A UD -0133T64 111 Haeltz L Antonio rate /9/2012 /9/2013 X STATU- T1i I Mrs Et EACH ACCIDENT s 1004 000 F.L. DISFitiSE • Fa ELUKOYE S 11000,000 E.LDISGMSE-POLICYMT S 1.000,000 D Professional liability IL 05289969 /9/2012 /9/2013 E2.00ftaW,$6.030AS $2,000,000 DEWAPTIOH OF OPCRATIONS I LOCATIONS t VOWLES (AUach ACORD 101, AddMonal Rmna*t Schedule, Y man apace Is nqubad) RS: I Chandler Branch Tributary - T16C, Gap Channel Improvenents City of Round Rock 221 S. Main St Round Rock, TX 76664 28 (20101105) SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELW .REO IN ACCORDANCE MTH THE POLICY PROVISIONS. AUTHOR¢EO REPRESENTATIVE Brent KSriegel/KDC i \ . -+: 1986-2010 ACORD CORPORATION. AN riohts raaaraad INBU25 (201005).01 The ACORD name and logo are registered (narks of ACORD City of Round Rock 'ROUND ROCK TEXAS wnwu. n�won -1-1 xoarcxm Agenda Item Summary Agenda Number: G.6 Title: Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with Waeltz & Prete, Inc. for the Chandler Branch Tributary 3, Gap Channel Improvements Project. Type: Resolution Governing Body: City Council Agenda Date: 4/11/2013 Dept Director: Michael Thane, Utilities Director Cost: $257,816.00 Indexes: Regional Detention Fund Attachments: Resolution, Exhibit "A", Council Map_3.22.13 Text of Legislative File 13-168 The proposed drainage improvement will close the 'gap' in the channel that collects flows from the Sunrise Road northern corridor and carry that flow to the Soil Conservation Service flood control structure #14, also known as Meadow Lake. The upstream segment of the project, representing approximately 60% of the channel length, is located in Williamson County's jurisdiction. The remainder is in the city limits. The project will reduce the current (and increasing) flood risks to area properties, allow for detention to occur on a regional basis which tends to be more reliable and predictable in the long term, and allow for full development of upstream properties to the 'highest and best use.' Staff recommends approval. City of Round Rock Page 1 Printed on 4/5/2013 EXECUTED ORIGINAL DOCUMEN15 FOLLOW j,ROWN0 ROCK, TEXAS PUUM PASSM PROSKM CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: WAELTZ & PRETE, INC. ("Engineer") ADDRESS: 3000 Joe DiMarzio Boulevard #72, Round Rock, TX 78665 PROJECT: Chandler Branch Tributary — Trib 3, Gan Channel Imnrovements THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the Jday 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 Rev. 05/10 0199.1253;00270796 00192831 ?--13-&fo CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review 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 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/shel t 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 Two Hundred Fifty -Seven Thousand Eight Hundred Sixteen and No/100 Dollars ($257.816.00) 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. Stich 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/herrts 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 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: Lance Shellenberger Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number (512) 801-0668 Fax Number (512) 218-5563 Email Address 1shellenberger@roundrocktexas.gov ►1 r 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: Antonio A. Prete, P.E. Vice President 3000 Joe DiMaggio Boulevard #72 Round Rock, TX 78665 Telephone Number (512) 505-8953 Fax Number N/A Email Address tony@w-pinc.com w-pinc.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. M ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. VA 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. 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 terns or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, ditties, 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 WHO 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 permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION. FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 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) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) 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 bonne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Antonio A. Prete, P.E. Vice President 3000 Joe DiMaggio Boulevard #72 Round Rock, TX 78665 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for 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 terns or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WAIRRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which He/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and fiill performance of the terms and provisions hereof. CITY O ROUND ROCK, TEXAS *StephLES1fi;etS, S T FORM: By: Pm Alan McGraw, Mayor City Attorney ATTEST: Sara L. White, City Clerk WAELTZ & PRETE C. By: Si tore of Principal Printed Name: /y�aa;e A. ?m+e 15 LIST OF EXHIBITS ATTACHED (l) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (S) Exhibit E Certificates of Insurance 16 EXHIBIT A City Services The following services shall be provided by the City of Round Rock for this project at no cost to the consultant or their sub -consultants: 1. The City will assign a Project Manager that will serve as a point of contact for the consultant for the duration of the contract. The Project Manager will assist the consultant with: requests for information; processing of periodic pay requests; and, answering consultant inquiries as they pertain to the analysis, design and/or construction of the project. 2. The City will provide the consultant with "Right of Entry" (ROE) to properties, as required. 3. A valid and current Tax Exempt Resale Certificate issued from the City of Round Rock for the purchase of taxable land surveying services as a component of their deliverables. A copy of this certificate will be forwarded to Inland Geodetics, LP in lieu of incurring sales tax charges for the boundary surveying portion of this proposal. 4. The City will make available to the consultant all information held by the City that the City In its sole discretion believes Is germane to the project and will assist the consultant in the provision of his services. The City will provide one copy of said information to the consultant in a format deemed appropriate in the City's sole discretion. However, the City is not obligated to perform extensive research of Its files or archives, and the Information supplied to the consultant will be limited to readily retrievable and easily copied as determined by the City in its sole discretion. 5. The City will provide the consultant with hydrology models and report that have been prepared by URS Corporation. EXHIBIT B Engineering Services FINAL DESIGN & PERMITTING 1. PROJECT COORDINATION & MEETINGS: a. Coordinate and meet with the project Surveyor for items such as schedule, horizontal/vertical controls, set survey limits, coordination of easement & land acquisition documents, and identify survey deliverables. b. Coordinate and meet with the project Environmental Consultant for items such as schedule, environmental permitting, set Investigation limits, and Identify deliverables. c. Coordinate and meet with the project Geotechnical Engineer for items such as schedule, boring locations, types of recommendations needed for the design work, and identify deliverables. d. Coordinate and meet with the project Geologist for items such as schedule, set investigation limits, and Identify deliverables. e. Coordinate and meet with Franchise Utility providers within the project limits. f. Project coordination meetings with the City of Round Rock throughout the design process (Assumes 8 meetings: (4) On -Call Meetings, 30°x, 60%, 90%, 100%). 2. HYDROLOGY & HYDRAULIC ANALYSIS: Waeltz & Prete, Inc. shall prepare detailed Hydrology & Hydraulic Analysis for the project. HEC -RAS & HEC -HMS will be used for the analysis. Models shall be provided to the City. The scope includes: a. Review of existing hydrology models prepared by URS Corporation for the WCID. b. Modify the existing hydrology models to account for the removal of the detention basin upstream of Eagles Nest Street and any new sub -basins needed for the scope of work. The City is to provide the Hydrology Models that have been prepared by the URS Corporation. c. Prepare hydraulic models using HEC -RAS. d. Prepare CLOMR documentation for submittal to FEMA. e. Post construction of Improvements prepare LOMR documentation for submittal to FEMA. f. Quality Assurance / Quality Control Page 1 of 5 Waeltz & Prete, Inc. proposes to break the modeling into two phases. Phase 1 would Include on the ground topographic information for the culverts at Eagles Nest Street, Indian Meadows Dr, and Settlement Dr. The in between limits will utilize City available Lidar information. Once the models and proposed alignments are refined (30% level of completion), the Phase 2 on -the -ground topographic survey will be performed and the models will be revised to reflect the on -the -ground survey information. 3. CONSTRUCTION PLANS: Waeitz & Prete, Inc. shall prepare detailed construction plans and specifications for the project. The scope includes: a. City of Round Rock & TCEQ general Construction Notes and Project Specific Notes. b. Overall Project Channel Modification Plan. c. Erosion, Sedimentation, Tree Protection Pian. d. Dimensional Control Plan. e. Pian & Profiles for the channel improvements. f. Cross Sections at 50' intervals. g. Utility relocations (Water, Wastewater, Culverts, & Storm Sewer Only). Dry utility relocations to be coordinated with the appropriate Franchise Utility provider. h. Traffic Control Plan & Details, as required. i. Construction Details, as required. j. Prepare pian submittals at 30%, 60%, 90%, and 100%. k. Revise "Engineer's Opinion of Probable Construction Cost" for each plan submittal. I. Quality Assurance / Quality Control. The scope does not Include modifications to existing water quality/detention ponds along the corridor (Exception: The abandonment of the existing detention pond upstream of Eagles Nest St.). It is assumed that the design will be able to accommodate the ponds in their existing conditions. 4. WATER POLLUTION ABATMENT PLAN (WPAP): a. Prepare a WPAP for the project. b. Process WPAP through the TCEQ for approval. Site Geologic Assessment services to be provided by Raba Kistner, Inc. as a sub - consultant to Waeltz & Prete, Inc. Page 2 of 5 5. STORM WATER POLLUTION PREVENTION PLAN (SWPPP): a. Prepare a SWPPP for the project. b. Assist City of Round Rock/Contractor to firing Construction Site Notice and/or NOI's, as required. S. PERMIT PROCESSING: a. Process plans and hydraulic models for approval through the City of Round Rock and other governmental authorities that have jurisdiction. Includes response to comments and plan revisions, as required. b. Process CLOMR A LOMR documentation through FEMA. 7. BOUNDARYITOPOGRAPHIC SURVEY: Topographic surveying services to be provided by Inland Geodetics, L.P. as a sub - consultant to Waeltz & Prete, Inc. a. Inland will prepare a property schematic generated from record data (not to be considered a boundary survey) for the total project as now briefed to include a list of property owners. b. inland will attempt recovery of survey datum control as established previously for local CORR projects in the immediate vicinity of this project (Eagle Nest Signal Project). The values will be reconciled to GRS 80, NAD 83 Texas State Plane Coordinates, Central Zone 5376- (NIPS4203), US Survey feet. Vertical Datum will be relative as to that established for the above projects and reconciled to the CORR Survey Control System. c. Design and establish horizontal survey traverse as needed for topographic data gathering procedures. d. Inland will perform differential level loops for installation of a benchmark system at strategic locations at approximate 1000 foot intervals within the project limits. e. Collect spot elevations along the project route including edges of back of curbs, driveways, visible utilities, drainage structures, centerline of roads, trees 8" and up, any other hard surfaced Improvements within the defined area, grade breaks, flow lines of watercourses, and other significant features relevant to the project. The collected data will include spot elevations and break lines sufficient to generate a 1 foot contour interval DTM for the project and deliver an Autocad DWG, ASCII, XML files and pdfs of field book entries. f. Inland will perform sufficient boundary analysis to prepare easement and/or full acquisition deliverables for up to 23 parcels along the project route. This task will also include an overall exhibit of the project acquisition area with parcels numbered for tracking purposes. For the purposes of this proposal, per parcel Page 3 of 5 fees amount to $2826.00 per parcel. NOTE: This fee is for budgeting purposes only. Certain tracts may require significantly more effort to produce deliverable products while others may be somewhat less effort. This fee is based on efficient research and field movement throughout the project limits. g. Deliverables will include a 3D file with break -lines. A DTM file processed to 1.0 foot contours will be provided and the associated spot point data in ASCII format. A list of benchmarks and project control coordinates will be inducted in list formats and notated M the DTM file. h. Inland will locate and process up to 5 geotechnical boreholes within the project limits. This proposal assumes a separate mission for collecting this information but is included In the field survey estimates. 8. GEOTECHNICAL INVESTIGATION: Geotechnical services to be provided by Raba Kistner, Inc. as a sub -consultant to Waeltz & Prete, Inc. a. The project Geotechnical Engineer's scope of service shall include soil borings, geotechnical analysis, recommendations, and report of findings within the project limits identified in the Feasibility Report. 8. ENVIRONMENTAL SURVEY & INVESTIGATION: Environmental services to be provided by Horizon Environmental Services, Inc. as a sub -consultant to Waeltz & Prete, Inc. a. The project Environmental Consultant's scope of service shall include the appropriate cultural resource survey, environmental assessment, waters of the US determinations & delineations within the project limits as identified in the Feasibility Study. Based upon the Feasibility Study, a Nation Wide Permit will not be applicable given the current design for this project. It is anticipated that an Individual Permit processed through the USACE in conjunction with EPA, TPWD, USFWS, THC, and TCEQ will be required. 10. REIMBURSABLE EXPENSES: a. All copying, purchases of maps and documents, tax certificates, deeds, plats, printing of reports and plans, mailing, courier, express/overnight and other related expenses shah be charged at cost. Page 4 of 5 EXCLUSIONS Conflict Resolution Legal Lot Determinations ➢ Off -Site Designs of Any Nature ➢ Wastewater System Modeling ➢ Geotechnical Construction Testing Lab Services Environmental Studies, except as specified ➢ Construction Phase Services, except as specified (End of Scope) Page 5 of 5 ➢ Traffic Impact Analysis Gas, Tole/Comm, Electrical Design Construction Staking ➢ Subsurface Utility Engineering ➢ Governmental Fees & Fiscal Assembly and Recording of Legal Documents D Preparation & Processing of Waivers, Variances or Exceptions EXHIBIT C Work Schedule Attached Behind This Page Ln k .............. ............. k _ - _ 2 CY �— « -- .... .._....._ k � 1 _71 R Q� ®y m ® y. . 2 . ._____.___ 2 2 .............. .�. 2 8 k k 2k:/i2/i.� �W4;\7\� ± . _ff//�////f k t k k f f 2 k LL y � : K \ � � \ I\ .. 7 § cy _ v � 40 11 0) e — Engineering Services Fee: FE' Pmol Emeb w FA - Ensimm** A"hum PD * PmjW DeoWw ICT - I4fAw CAD Toch EXHIBIT D Fee Schedule ECT ■ Enter CAD Toch ADN a Adoddivam Task Description PE PD EA SCT ECT ADM .1- i 0 0 30 4 D 2 - C 248 0 1152 32 3 - on amx 188 0 308 0 0 4 - 24 24 24 D.5 13 0 0 4 0 10 0 0 32 0 0 Total Hours no 0 Salary Rate / Hour $135.00 $100.00 Labor Cost Per Staff $801865.00 $0.00 Total Labor Cost - Sub Consultant Fess: D.4.1 - Rab&49skw. Inc. (Geologist) 0.7. - Wand Geodelia ( Sum tng) D.8 - Raba-Kistrw. kis. (Geoh"Arricaq D.9 - Horizon Emrkonmental Services, kx:. (EnWonmentaq Reimbursable Expenses: 0.10 - Copying and Reproduction 0 616 0 g0 $90.00 $85.00 $70.00 $60.00 $0.00 $52,360.00 $0.00 $5,400.00 $138,625.00 $3.850.00 $81,751.00 $4.830.00 $25,760.00 $3,000.00 TOTAL FEE FOR BASIC SERVICES $257,816.00 EXHIBIT E Certificates of Insurance Attached Behind This Page S'?Rff CERTIFICATE OF LIABILITY INSURANCE"26mz'" INDICATED. NOTWITHSTANDING ANY REOINREMEN'T, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WIECH THIS 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. THE CERT94CATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: E the cwWm to holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. N SUBROGATION IS WAIVED, Subject to the terns and condplons of the popsy, certain pollel" may require an endorsement. A statement on this cert1kate doe not confer rtghts to go cwWkaalO holder In Neu of such endorsemen s . ►aOeuoNt Brookshire Insurance Agency 1611 Granger Road Ta for TX 76574 Timothy Xriapol MM wak. (312) 332-6376 ISM 317-61107 L112622tialbrookshireins.can R •'t avel aomo Waelts i Prete, Ina 3000 Joe Diaaggio Blvd Ste #72 Round look TX 78664 lHawmefte Charter Oak trive Insuranoe a Travelers Xp4quaty mywofflravelors Casualty and Surety SIMON L LIABILITY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED To W vmRED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOINREMEN'T, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WIECH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE WSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUB.IECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICES. LIMITS SH" MAY HAVE BEEN REDUCED BY PAID CLANS. TYPROF NISMANes LIMITS SIMON L LIABILITY GACNW=NCE 4 1 00,000. RAL sENEML Ham t 300 00 A CWMf4AADE � OCCUR X ACP4000HI090 /11/2012 /9/2013 � �• f 5 00 sOHAL 6 ADV M1AptY { 1,000,000 OFNEMLAOOREGATE 6 2.000,000 OEHL A00AE6AIN LIMR APPLES PER: PRODUCTS - CONPIOP AGO f 2,000,00 X Y LOC f AUTOMCOU LIASILITY A ANY AUTO a00LYNANAY1Prprtery f A VHEO :� x Ix ACP4000MO90 /s/2o12 /9/2013 �LYwAwr&20Qw4 f { NOW AMOS f C X YYtRIIAALIAM X H f 2,000,000 000 000 awe" UAs �wyHD6 AOOIREOA7E { 2,000,0 00 X I PAT IONJI10,00( 2UP0133T621 /9/2012 /11/2013 B vxnuumco&vqwANOMWLOY UD -0133T64 X A { Lmym YIN E1 RACHACCIOM f 1,000.0 OFFICEROAEIAgER EXCIUDED7 Q N rA plaaNNryw 111 Neelt: t Antonio /9/2012 /11/2015 E.L010EAfE- EA { 1,200,000 OFMPATIONOW,to E.L. DISEASE -POLICY LOWT 1,000.0 D professional Liability 05209969 /9/2012 /9/2013 42A0pGOWACWAN $2,000,00 DIMPOTM OP OFSNATNTNS I LOCAMONSI VIlMLSS (Amach ACOM 101, AIdIWm1 MMUM se1wdt4% m more"* is ngMny IRs: ' Chandler Branch Tributary - T16C, Cap Channel Iaprovenents City of Round Rock 221 Z. Main Bt Round Rock, TX 713664 ACORD 25 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED UFM THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AU7NOR0:E0 RSPNeSENTAAYE . Arent Kriegel/1rDC R - 0> : - 4D 1101-2010 ••�--- -•-- -• 1 no Awmw name ana logo are registered marks of ACORD reserved.