R-05-04-14-14E1 - 4/14/2005RESOLUTION NO. R -05-04-14-14E1
WHEREAS, the City of Round Rock desires to retain engineering
services for the 2005 Raw Water Delivery System Improvements Project,
and
WHEREAS, Camp Dresser & McKee, Inc. has submitted a Contract for
Engineering Services to provide said services, and
WHEREAS, the City Council desires to enter into said contract
with Camp Dresser & McKee, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Contract for Engineering Services with Camp
Dresser & McKee, Inc. for the 2005 Raw Water Delivery System
Improvements Project, a copy of said contract being attached hereto
Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice
as
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 14th day of April, 2005.
ATTEST:
edruttiyui.
WEL , ayor
Citi of Round Rock, Texas
CHRISTINE R. MARTINEZ, City Segfetary
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CITY OF ROUND ROCK
CONTRACT FOR ENGINEERING SERVICES
FIRM: CAMP DRESSER & MCKEE INC. ("Engineer")
ADDRESS: 12357-A Riata Trace Parkway, Suite 210, Austin, TX 78727
PROJECT: 2005 RAW WATER DELIVERY SYSTEM IMPROVEMENTS
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on
this the day of , 2005 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
File Name: cdm-05rawwaterdelivesysimp; WAO5DELUP; 84135
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EXHIBIT
UAn
Rev. 09/07/04
00064494
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/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.
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(3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with
Engineering Services until authorized in writing by City to proceed as provided in Article 7.
ARTICLE 4
COMPENSATION
City shall pay and Engineer agrees to accept the amount shown below as full compensation for
the Engineering Services performed and to be performed under this Contract.
The amount payable under this Contract, without modification of the Contract as provided
herein, is the sum of One Million One Hundred Seventy -Nine Thousand Six Hundred & No/100 Dollars
($ 1,179,600.00 ) 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.
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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:
Don M. Rundell, P.E.
Chief Utility Engineer
212 Commerce
Round Rock, Texas 78664
Telephone Number (512) 218-5554
Fax Number (512) 218-3242
Email Address drundell@round-rock.tx.us
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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:
Greg Swoboda, P.E.
Principal Engineer
12357-A Riata Trace Parkway, Suite 210
Austin, l X /M/2 /
Telephone Number (512) 346-1100
Fax Number (512) 345-1483
Email Address swobodagt@cdm.com
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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.
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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.
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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
OWNERSHIP OF DOCUMENTS
All data, basic sketches, charts, calculations, plans, specifications, and other documents created
or collected under the terms of this Contract are the exclusive property of City and shall be furnished to
City upon request. All documents prepared by Engineer and all documents furnished to Engineer by
City shall be delivered to City upon completion or termination of this Contract. Engineer, at its own
expense, may retain copies of such documents or any other data which it has furnished City under this
Contract.
ARTICLE 15
PERSONNEL, EQUIPMENT AND MATERIAL
Engineer shall furnish and maintain, at its own expense, quarters for the performance of all
Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering
Services as required. All employees of Engineer shall have such knowledge and experience as will
enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of
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.
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ARTICLE 17
EVALUATION OF ENGINEERING SERVICES
City, or any authorized representatives of it, shall have the right at all reasonable times to review
or otherwise evaluate the Engineering Services performed or being performed hereunder and the
premises on which it is being performed. If any review or evaluation is made on the premises of
Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all
reasonable facilities and assistance for the safety and convenience of City or other representatives in the
performance of their duties.
ARTICLE 18
SUBMISSION OF REPORTS
All applicable study reports shall be submitted in preliminary form for approval by City before
any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any
final report.
ARTICLE 19
VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT
Violation of contract terms or breach of contract by Engineer shall be grounds for termination of
this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation
of contract terms shall be paid by Engineer.
ARTICLE 20
TERMINATION
This Contract may be terminated as set forth below.
(1) By mutual agreement and consent, in writing, of both parties.
(2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to
perform the Engineering Services set forth herein in a satisfactory manner.
(3) By either party, upon the failure of the other party to fulfill its obligations as set forth
herein.
(4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon
not less than thirty (30) days' written notice to Engineer.
(5) By satisfactory completion of all Engineering Services and obligations described herein.
Should City 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
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Services completed at that time. Should City terminate this Contract under Subsection (4) immediately
above, then the amount charged during the thirty -day notice period shall not exceed the amount charged
during the preceding thirty (30) days.
If Engineer defaults in the performance of this Contract or if City terminates this Contract for
fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer
in performing the Engineering Services to the date of default, the amount of Engineering Services
required which was satisfactorily completed to date of default, the value of the Engineering Services
which are usable to City, the cost to City of employing another firm to complete the Engineering
Services required and the time required to do so, and other factors which affect the value to City of the
Engineering Services performed at the time of default.
The termination of this Contract and payment of an amount in settlement as prescribed above
shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the
obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this
Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take
over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be
liable to City for any additional and reasonable costs incurred by City.
Engineer shall be responsible for the settlement of all contractual and administrative issues
arising out of any procurements made by Engineer in support of the Engineering Services under this
Contract.
ARTICLE 21
COMPLIANCE WITH LAWS
(1) Compliance. Engineer shall comply with all applicable federal, state and local laws,
statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or
administrative bodies or tribunals in any manner affecting the performance of this Contract, including
without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws
and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance.
Engineer shall further obtain all 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.
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Engineer shall also save and hold City harmless from any and all expenses, including but not
limited to 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 from a company authorized to do insurance business in Texas and otherwise
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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 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.
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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
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and to:
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
Engineer:
Allen D. Woelke, P.E.
Vice President
Camp Dresser & McKee Inc.
12357-A Riata Trace Parkway, Suite 210
Austin, TX 78727
ARTICLE 33
GENERAL PROVISIONS
(1) Time is of the Essence. Engineer understands and agrees that time is of the essence and
that any failure of Engineer to complete the Engineering Services for each phase of this Contract within
the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully
responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with
the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage
is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the
extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal
rights or remedies.
(2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if
prevented from performing any of their obligations hereunder by reasons for which they are not
responsible or circumstances beyond their control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
(3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson
County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or
all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas.
This Contract shall be governed by and construed in accordance with the laws and court decisions of
the State of Texas.
(4) Standard of Performance. The standard of care for all professional engineering,
consulting and related services performed or furnished by Engineer and its employees under this
Contract will be the care and skill ordinarily used by members of Engineer's profession practicing
under the same or similar circumstances at the same time and in the same locality. Excepting Articles
25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise,
in connection with the Engineering Services.
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(5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction
cost provided by Engineer are made on the basis of information available to Engineer and on the basis
of Engineer's experience and qualifications and represents its judgment as an experienced and qualified
professional engineer. However, since Engineer has no control over the cost of labor, materials,
equipment or services furnished by others, or over the contractor(s') methods of determining prices, or
over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or
actual project or construction cost will not vary from opinions of probable cost Engineer prepares.
(6) Opinions and Determinations. Where the terms of this Contract provide for action to be
based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are
not intended to be and shall never be construed as permitting such opinion, judgment, approval, review,
or determination to be arbitrary, capricious, or unreasonable.
ARTICLE 34
SIGNATORY WARRANTY
The undersigned signatory for Engineer hereby represents and warrants that the signatory is an
officer of the organization for which he/she has executed this Contract and that he/she has full and
complete authority to enter into this Contract on behalf of the firm. The above -stated representations
and warranties are made for the purpose of inducing 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 and Engineer, signing by and through its
duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and
representatives for the faithful and full performance of the terms and provisions hereof.
CITY OF ROUND ROCK, TEXAS APPROVED AS TO FORM:
By:
Nyle Maxwell, Mayor
ATTEST:
By:
Stephan L. Sheets, City Attorney
Christine Martinez, City Secretary
CAMPJt RE SER
By:
Signature PrincipQl� �% /� � c h�
Printeded Name: ��.�j��f e
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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
Exhibit A
City Services
The City of Round Rock will furnish to the Engineer the following items/information:
1. Designate a person to act as City's representative with respect to the services to be
performed or furnished by the Engineer. This representation will have authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to Engineer's services.
2. Provide all criteria and full information as to City's requirements for the project,
including objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and furnish copies of all design and construction
standards which City will require to be included in the Project Drawings and
Specifications.
3. Assist Engineer by placing all available information pertinent to the Project,
including previous reports and any other data relative to the design or construction
of the Project at the Engineer's disposal.
4. Furnish to Engineer, as requested for performance of basic services or as required
by the Contract Documents, the following:
a. Data prepared by or services of others, including without limitation
explorations and tests of subsurface conditions at or contiguous to the site,
drawings of physical conditions in or relating to existing surface of subsurface
structures at or contiguous to the site;
b. The services of an independent testing laboratory to perform all inspections,
test and approvals of samples, materials and equipment;
c. Environmental assessments, audits, investigations and impact statements, and
other relevant environmental or cultural studies as to the Project, the site and
adjacent areas;
d. Arrange for access to and make all provisions for Engineer to enter upon
public and private property as required for Engineer to perform services under
this Agreement;
e. Examine all alternate solutions, studies, reports, sketches, proposals and other
documents presented by Engineer;
f. Provide such accounting, bond and financial advisory, independent cost
estimating and insurance counseling services and such legal services as City
g.
may require or Engineer may reasonably request with regard to legal issues
pertaining to the Project;
Provide labor and safety equipment to open electrical/instrumentation
cabinets, open and protect manholes and/or to operate valves and hydrants as
required by the Engineer; and
h. Give prompt notice to Engineer whenever City observes or otherwise becomes
aware of any development that affects the scope or time of performance or
furnishing of Engineer's services, or any defect or nonconformance in
Engineer's services in the work of any Contractor.
Exhibit B
Engineering Services
PHASE 1 PRELIMINARY ENGINEERING SERVICES
Pre -Design Services
1) ENGINEER shall provide topographic survey of the required area of the raw water
pump station site and pipeline route. The topographic survey will locate all physical
features on the site including trees larger than 6 -inches in diameter. The survey will
be performed to allow development of one foot contours to be used during the design
of the facilities and appurtenances. Survey will be on City of Round Rock coordinate
and elevation system (subcontracted service).
ENGINEER shall coordinate with surveyor so that design requirements are
communicated and that issues encountered during the field surveys are addressed.
2) ENGINEER shall provide soil borings at the raw water pump station site and
foundation recommendations for the facilities and appurtenances (subcontracted
service).
ENGINEER shall coordinate with geotechnical engineer so that design requirements
are communicated and that issues encountered during the geotechnical field work are
addressed. The ENGINEER shall work with the geotechnical engineer and
investigate foundation alternatives that provide the most economical system for the
OWNER.
Preliminary Engineering Services
1) Perform preliminary engineering services in connection with Project in sufficient
detail to indicate clearly the problems involved and the alternate solutions available to
the OWNER, to include preliminary layouts, sketches and cost estimates for the
Project, and to set forth clearly the ENGINEER's recommendations.
2) Identify and analyze requirements of governmental authorities having jurisdiction to
approve the design of the project, and participating in consultations with such
authorities.
3) ENGINEER shall conduct a project kickoff workshop with the OWNER to clarify
and define the OWNER's requirements for the project.
4) ENGINEER shall provide an environmental study of the required area to determine
wetlands impact, waters of the U.S. impact and endangered species evaluation.
ENGINEER shall submit the pre -construction notification report to the U.S. Corps of
Engineers.
5) ENGINEER shall provide a Phase I archeological study of the required area to
determine cultural, historical and archeological features at the project site.
ENGINEER shall submit the Phase I report to the Texas Historical Commission
(subcontracted service).
6) ENGINEER shall provide a geological assessment of the required area to determine if
sensitive geologic features exist in the project area. The geologic assessment will be
incorporated into the stormwater pollution prevention plan (subcontracted service).
7) ENGINEER shall prepare a Stormwater Pollution Prevention Plan for the pipeline
route and submit to the TCEQ Water Quality Division.
8) ENGINEER shall prepare the Water Pollution Abatement Plan for the raw water
pump station site and submit to the TCEQ Edwards Aquifer Program.
9) ENGINEER shall prepare preliminary design documents for the project and provide
to the OWNER for review.
PHASE 2 FINAL DESIGN ENGINEERING SERVICES
Design Phase
1) Prepare for incorporation in the Contract Documents final Drawings showing the
scope, extent and character of the work to be performed and furnished by Contractor
and Specifications (which will be prepared, where appropriate, in conformance with
the sixteen division format of the Construction Specifications Institute).
2) Provide technical criteria, written descriptions and design data for use in filing
applications for permits with or obtaining approvals of such governmental authorities
as have jurisdiction to review or approve the final design of the Project, and assist
OWNER in consultations with appropriate authorities.
3) Advise OWNER of any adjustments to the opinion of probable Construction Cost and
any adjustments to Total Project Costs known to ENGINEER as a result of change in
scope, extent or character or design requirements of the Project.
4) After consulting with the City Attorney concerning OWNER's desired format,
prepare for review and approval by OWNER, its legal counsel and other advisors,
contract agreement forms, general conditions and supplementary conditions, and
(where appropriate) bid forms, invitations to bid and instruction to bidders, and assist
in the preparation of other related documents. ENGINEER shall modify documents
in accordance with the recommendations of OWNER.
5) Furnish four copies of the above documents, Drawings and Specifications to the
OWNER for review. ENGINEER shall conduct a Drawing and Specification review
meeting with the OWNER at 60% complete and 90% complete.
6) Engineer's services under the Design Phase will be considered complete at the date
when the submittals have been accepted by OWNER plus such additional time as
may be considered reasonable for obtaining approval of governmental authorities
having jurisdiction to approve the portions of the Project designed or specified by
ENGINEER, if such approval is to be obtained during the Design Phase.
Bidding Phase
After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other
Design Phase documentation (including the most recent opinion of probable Construction
Cost) and upon written authorization from OWNER to proceed, ENGINEER shall:
1) Assist OWNER in advertising for and obtaining bids for the contract for construction,
materials, equipment and services; and, where applicable, maintain a record of
prospective bidders to whom Bidding Documents have been issued, attend pre-bid
conference, if any, and receive and process deposits for Bidding Documents.
ENGINEER shall distribute plans and specifications from their office and keep a plan
holders list.
2) Issue addenda as appropriate to clarify, correct or change the Bidding Documents.
3) Consult with OWNER as to acceptability of subcontractors, suppliers and other
persons and entities proposed by Contractor for those portions of the work as to
which such acceptability is required by the Bidding Documents.
4) Attend and preside over a prebid meeting to present project to prospective bidders
and respond to questions raised by prospective bidders.
5) Attend the bid opening, prepare bid tabulation sheets and assist OWNER in
evaluating bids or proposals and in assembling and awarding contracts for
construction, materials, equipment and services.
6) The Bidding Phase will terminate and the services to be performed or furnished
thereunder will be considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective Contractors.
Construction Phase
During the Construction Phase:
1) General Administration of Construction Contract
ENGINEER shall consult with and advise OWNER and act as OWNER's
representative as provided in the Standard General Conditions. The extent and
limitations of the duties, responsibilities and authority of ENGINEER as assigned in
said Standard General Conditions shall not be modified, except as ENGINEER may
otherwise agree to in writing. All of OWNER'S instructions to Contractor will be
issued through ENGINEER who shall have authority to act on behalf of OWNER in
dealings with Contractor to the extent provided in this Agreement and said Standard
General Conditions except as otherwise provided in writing.
2) Visits to Site and Observation of Construction
In connection with observations of the work of Contractor while in progress:
a. ENGINEER shall make visits to the site at intervals appropriate to the various
stages of construction as ENGINEER deems necessary in order to observe as an
experienced and qualified design professional the progress and quality of the
various aspects of Contractor's work. Such visits and observations by
ENGINEER are not intended to be exhaustive or to extend to every aspect of the
work in progress, or to involve detailed inspections of the work beyond the
responsibilities specifically assigned to ENGINEER in this Agreement and the
Contract Documents, but rather are to be limited to spot checking, selective
sampling and similar methods of observation of the work based on ENGINEER's
exercise of professional judgment as assisted by the OWNER's Project
Representative. Based on information obtained during such visits and such
observations, ENGINEER shall endeavor to determine if such work is proceeding
in accordance with the Contract Documents and ENGINEER shall keep OWNER
informed of the progress of the work.
b. The purpose of ENGINEER's visits to the site will be to enable ENGINEER to
better carry out the duties and responsibilities assigned to and undertaken by
ENGINEER during the Construction Phase, and, in addition, by the exercise of
ENGINEER's efforts as an experienced and qualified design professional, to
provide for OWNER a greater degree of confidence that the completed work of
Contractor will conform to the Contract Documents and that the integrity of the
design concept of the completed Project as a functioning whole as indicated in the
Contract Documents has been implemented and preserved by Contractor. On the
other hand, ENGINEER shall not, during such visits or as a result of such
observations of Contractor's work in progress, supervise, direct or have control
over Contractor's work not shall ENGINEER have authority over or
responsibility for the means, methods, techniques, sequences or procedures of
construction selected by Contractor, for safety precautions and programs incident
to the work of Contractor or for any failure of Contractor to comply with laws,
rules, regulations, ordinances, codes or orders (other than orders emanating from
OWNER or ENGINEER with respect to the work, such as change orders)
applicable to Contractor's furnishing and performing the work.
3) Defective Work
During such visits on the basis of such observations, ENGINEER shall have authority
and duty to disapprove of or reject Contractor's work while it is in progress if
ENGINEER believes that such work will not produce a completed Project that
conforms to the Contract Documents or that it will prejudice the integrity of the
design concept of the completed Project as a functioning whole as indicated in the
Contract Documents.
4) Clarifications and Interpretations; Field Orders.
ENGINEER shall issue necessary clarifications and interpretations of the Contract
Documents as appropriate to the orderly completion of the work. Such clarifications
and interpretations will be consistent with the intent of and reasonably inferable from
the Contract Documents. ENGINEER may issue Field Orders authorizing minor
variations from the requirements of the Contract Documents.
5) Change Orders and Work Change Directives
ENGINEER shall recommend Change Orders and Work Change Directives to
OWNER as appropriate, and shall prepare Change Orders and Work Change
Directives as required. If requested by OWNER, ENGINEER will be in attendance at
the City Council meeting to describe the necessity for the Change Order.
6) Shop Drawings
ENGINEER shall review and approve (or take other appropriate action in respect of )
Shop Drawings and Samples and other data which Contractor is required to submit,
but only for conformance with the information given in the Contract Documents and
compatibility with the design concept of the completed Project as a functioning whole
as indicated in the Contract Documents. Such reviews and approvals or other action
will not extend to means, methods, techniques, sequences or procedures of
construction or to safety precautions and programs incident thereto.
7) Substitutes
ENGINEER shall evaluate and determine the acceptability of substitute or "or -equal"
materials and equipment proposed by Contractor.
8) Inspections and Tests
ENGINEER may require special inspections or tests of the work, and shall receive
and review all certificates of inspections, tests and approvals required by laws, rules,
regulations, ordinances, codes, orders or the Contract Documents. ENGINEER's
review of such certificates will be for the purpose of determining that the results
certified indicate compliance with the Contract Documents and will not constitute an
independent evaluation that the content or procedures of such inspections, test or
approvals comply with the requirements for the Contract Documents. ENGINEER
shall be entitled to rely on the results of such tests.
9) Disagreements between OWNER and Contractor
ENGINEER shall render the initial decisions on all claims of OWNER and
Contractor relating to the acceptability of the work or the interpretation of the
requirements of the Contract Documents pertaining to the execution and progress of
the work. In rendering such decisions, ENGINEER shall be fair and impartial to
OWNER and Contractor to ensure the work complies with the requirements of the
Contract Documents, and shall not be liable for the rendering of any decision made in
good faith in such capacity.
10) Applications for Payment
Based on ENGINEER's on-site observations as an experienced and qualified design
professional and on review of Applications for Payment and the accompanying data
and schedules:
a. ENGINEER shall determine the amounts that ENGINEER recommends
Contractor be paid. Such recommendations of payment will be in writing and will
constitute ENGINEER's representation to OWNER, based on such observations
and review, that, to the best of ENGINEER's knowledge, information and belief,
the work has progressed to the point indicated, the quality of such work is in
accordance with the Contract Documents (subject to an evaluation of such work
as a functioning whole prior to or upon Substantial Completion, to the results of
any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation), and the conditions precedent to
Contractor's being entitled to such payment appear to have been fulfilled in so far
as it is Engineer's responsibility to observe the work. In the case of unit price
work, ENGINEER's recommendations of payment will include final
determinations of quantities and classifications of such work (subject to any
subsequent adjustments allowed by the Contract Documents). The
responsibilities of ENGINEER contained in Paragraph a. are expressly subject to
the limitations set forth in Paragraph b. and other express or general limitations in
the Agreement and elsewhere.
b. By recommending any payment ENGINEER shall not thereby be deemed to have
represented that on-site observations made by ENGINEER to check the quality or
quantity of Contractor's work as it is performed and furnished have been
exhaustive, extended to every aspect of the work in progress, or involved detailed
inspections of the work beyond the responsibilities specifically assigned to
ENGINEER in this Agreement and the Contract Documents. Neither
ENGINEER's review of Contractor's work for the purposes of recommending
payments nor ENGINEER's recommendation of any payment (including final
payment) will impose on ENGINEER's responsibility to supervise, direct or
control such work or for the means, methods, techniques, sequences or procedures
of construction or safety precautions or programs incident thereto, or Contractor's
compliance with laws, rules, regulations, ordinances, codes or orders applicable to
Contractor's furnishing and performing the work. It will also not impose
responsibility on ENGINEER to make any examination to ascertain how or for
what purposes Contractor has used the moneys paid on account of the Contract
Price, or to determine that title to any of the work, materials or equipment has
passed to OWNER free and clear of any liens, claims, security interests or
encumbrances, or that there may not be other matters at issue between OWNER
and Contractor that might affect the amount that should be paid.
11)Contractor's Completion Documents
ENGINEER shall receive, review and transmit to OWNER with written comments
maintenance and operating instructions, schedules, guarantees, Bonds, certificates or
other evidence of insurance required by the Contract Documents, certificates of
inspection, tests and approvals, and marked -up record documents (including Shop
Drawings, Samples and other data approved as provided under Paragraph 6 and
marked -up Record Drawings) which are to be assembled by Contractor in accordance
with the Contract Documents to obtain final payment. ENGINEER's review of such
documents will only be to determine that their content complies with the requirements
of, and in the case of certificates of inspections, tests and approvals that the results
certified indicate compliance with, the Contract Documents.
12) Substantial Completion
Following notice from Contractor that Contractor considers the entire work ready for
its intended use, ENGINEER and OWNER, accompanied by Contractor, shall
conduct an inspection to determine if the work is substantially complete. If after
considering any objections of OWNER, ENGINEER considers the work substantially
complete, ENGINEER shall deliver a Certificate of Substantial Completion to
OWNER and Contractor. The Certificate of Substantial Completion shall only allow
OWNER to begin operation of the item constructed hereunder, but shall not constitute
final acceptance of the work or Certificate of Final Completion.
13) Final Notice of Acceptability of the Work
ENGINEER shall conduct a final inspection to determine if the completed work of
Contractor is acceptable so that ENGINEER may recommend, in writing, final
payment to Contractor. Accompanying the recommendation for final payment,
ENGINEER shall indicate that the work is acceptable (subject to the provisions of
Paragraph 10.b.) to the best of ENGINEER's knowledge, information and belief and
based on the extent of the services performed and furnished by ENGINEER under
this Agreement.
14) ENGINEER's Completion Documents
ENGINEER shall utilize the marked -up contract drawings from the Contractor, with
the assistance of the OWNER's representative, to provide Record Drawings of the
completed Project. ENGINEER shall furnish one set of reproducible drawings and
one set of prints of these revised drawings to the OWNER.
As an accommodation to the OWNER, ENGINEER agrees to provide OWNER an
electronic copy of the AutoCAD readable disk used by CDM to develop the Record
Drawings for the project. The Record Drawings shall be provide in AutoCAD format
using no version higher than 2000. OWNER is aware of the potential errors that may
arise through the electronic copying of the disk. OWNER recognizes that the
information contained on the floppy disk may not include all information which is
included in the Record Drawings. The hard copy of the Record Drawings containing
the engineer's professional engineering stamp shall take precedence over the floppy
disk.
The floppy disks are provided to OWNER "as is" and any use of the disk or the
information contained on the disk is at the sole risk of the OWNER and without any
liability or legal exposure to ENGINEER.
15) Limitations of Responsibilities
ENGINEER agrees to inspect work and perform the duties specified in this contract
in a reasonable manner, but does not guarantee the discovery of Contractor's failure
to comply with the Contract Documents if a reasonable engineer in ENGINEER's
position would not have discovered such failure.
16) Duration of Construction Phase
The Construction Phase will commence with the execution of the construction
contract for the Project or any part thereof and will terminate upon written
recommendation by ENGINEER of final payment.
Post Construction Services
1. ENGINEER shall consult with and advise OWNER and act as OWNER's
representative in accordance with the Standard General Conditions to address
warranty issues with the General Contractor.
Exhibit C
Work Schedule
Notice to Proceed
May 2, 2005
Phase 1 Preliminary Engineering Services
Pre -Design Services
July 15, 2005
Preliminary Engineering Services
August 15, 2005
Phase 2 Final Design Engineering Services
Design Phase Services
February 24, 2006
Bidding Phase Services
May 26, 2006
Construction Phase Services Begin
June 5, 2006
Construction Phase Services Complete
July 5, 2007
Post Construction Services
September 5, 2007
Exhibit D
Fee Schedule
Basic Services
Special Services
Phase 1 Preliminary Engineering Services
Pre -Design Services
$2,700.00
Surveying
$59,500.00
Geotechnical Testing
$5,500.00
Project Kickoff Workshop
$12,400.00
Preliminary Engineering Services
$301,400.00
Edwards Water Pollution Abatement Plan
$8,200.00
Edwards Water Pollution Abatement Plan Fee
$2,000.00
TCEQ Letter Report Submittal
$2,200.00
Pipeline Stormwater Pollution Prevention Plan
$5,200.00
Environmental Study Services
$7,800.00
Archeological Study Services
$7,500.00
Geological Study Services
$3,200.00
SUBTOTAL
$304,100.00
$113,500.00
PHASE 1 TOTAL
$417,600.00
Phase 2 Final Design Engineering Services
Design Phase Services
449 800.00
Bidding Phase Services
41 200.00
Construction Phase
265,800.00
Post Construction Services
$5,200.00
SUBTOTAL
756,800.00
$5,200.00
PHASE 2 TOTAL
$762,000.00
PROJECT TOTAL
$1,179,600.00
EXHIBIT E
Certificates of Insurance
03/15/2005 16:22 FAX 5122185563 CORR PUBLIC WORKS
12-41-2008 • 04:35P11 FRC*fC066 Austin
CERTIFICATE OF LIABILITY INSURANCE
4 SHEETS I1002
+512 346 1483 1-730 P.002/1102 F-036
Dare: 1/13/05
FESSIONAL SERVICES
PRODUCER AON Risk Services, Inc. of MA COMPANIES AFFORDING COVERAGE
99 High Street
Boston, MA 02110 A Lloyd's of London
INSURED
Camp Dresser & McKee, Inc.
50 Hampshire Street
Cambridge, MA 02139
B
C
D
TaLS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to
the business operations heren' after described, for the types of insurance and in accordance with the provisions of
the standard policies used by the oompaniies, and further hereinafter described, Exceptions to the policies are noted
below -
CO TYPE OF INSURANCE
LTR
POIACY EFFECTIVE
NUMBER DATE
EXPIRATION
DATE
PRowmsmONALUAE1Lr[Y 823/QK0501367 01/01/05 01/01/06
$3,000,000
DESCRIPTION OF SPECIAL ITEMS/EXCEPTIONS
1.0►
Should any of the above described policies be cancelled or changed before the expiration dare thereof, the issuing co opany will mail thirty
(30) days written notice to the certificate holder named below.
CERTIFICATE HOLDER: City of Round Rack
221 E. Main Sweet
Round Rock, Tea 78464
alto: Clt isdnc Martin% City Secretary
SIGNATURE OF AU FIORIZED REPRESENTATIVE
Typed Name_ Diana . Pap 1. . - .. -
Tide_ S(2, alt &i 1 1' eC:t �S
Rad`d 2110/03 - ProcasslOt & Liability Certifi0ate.doe
_ LAKE GEORGETOWN RAW WATER
TAKE AND PUMP STATION, EXPANSIO
K _¢ "CSS RAW WA �
REPLACEM
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''ROUND ROCK, TEXAS
PURPOSE. PASSION PROSPERITY
CITY OF ROUND ROCK
CONTRACT FOR ENGINEERING SERVICES
FIRM: CAMP DRESSER & MCKEE INC.
ADDRESS: 12357-A Riata Trace Parkway, Suite 210, Austin, TX 78727
PROJECT: 2005 RAW WATER DELIVERY SYSTEM IMPROVEMENTS
("Engineer")
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
THIS CONT CT FOR ENGINEERING SERVICES ("Contract") is made and entered into on
this the ,t4 day of , 2005 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
File Name: cdm-05rawwaterdelivesysimp; WAO5DELUP; 84135
1
Rev. 09/07/04
00064494
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/she/it determines, or reasonably
anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule.
(2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance,
and agrees to undertake all necessary efforts to expedite the performance of Engineering Services
required herein so that construction of the project will be commenced and completed as scheduled. In
this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer
shall proceed with sufficient qualified personnel and consultants necessary to fully and timely
accomplish all Engineering Services required under this Contract in a professional manner.
2
(3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with
Engineering Services until authorized in writing by City to proceed as provided in Article 7.
ARTICLE 4
COMPENSATION
City shall pay and Engineer agrees to accept the amount shown below as full compensation for
the Engineering Services performed and to be performed under this Contract.
The amount payable under this Contract, without modification of the Contract as provided
herein, is the sum of One Million One Hundred Seventy -Nine Thousand Six Hundred & No/100 Dollars
($ 1,179,600.00 ) 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.
3
ARTICLE 6
PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer
will be made within thirty (30) days of the day on which the performance of services was complete, or
within thirty (30) days of the day on which City receives a correct invoice for services, whichever is
later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law)
for payments not made in accordance with this prompt payment policy; however, 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:
Don M. Rundell, P.E.
Chief Utility Engineer
212 Commerce
Round Rock, Texas 78664
Telephone Number (512) 218-5554
Fax Number (512) 218-3242
Email Address drundell@round-rock.tx.us
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:
Greg Swoboda, P.E.
Principal Engineer
12357-A Riata Trace Parkway, Suite 210
Austin, l X /8/2/
Telephone Number (512) 346-1100
Fax Number (512) 345-1483
Email Address swobodagt@cdm.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.
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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.
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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
OWNERSHIP OF DOCUMENTS
All data, basic sketches, charts, calculations, plans, specifications, and other documents created
or collected under the terms of this Contract are the exclusive property of City and shall be furnished to
City upon request. All documents prepared by Engineer and all documents furnished to Engineer by
City shall be delivered to City upon completion or termination of this Contract. Engineer, at its own
expense, may retain copies of such documents or any other data which it has furnished City under this
Contract.
ARTICLE 15
PERSONNEL, EQUIPMENT AND MATERIAL
Engineer shall furnish and maintain, at its own expense, quarters for the performance of all
Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering
Services as required. All employees of Engineer shall have such knowledge and experience as will
enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of
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.
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ARTICLE 17
EVALUATION OF ENGINEERING SERVICES
City, or any authorized representatives of it, shall have the right at all reasonable times to review
or otherwise evaluate the Engineering Services performed or being performed hereunder and the
premises on which it is being performed. If any review or evaluation is made on the premises of
Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all
reasonable facilities and assistance for the safety and convenience of City or other representatives in the
performance of their duties.
ARTICLE 18
SUBMISSION OF REPORTS
All applicable study reports shall be submitted in preliminary form for approval by City before
any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any
final report.
ARTICLE 19
VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT
Violation of contract terms or breach of contract by Engineer shall be grounds for termination of
this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation
of contract terms shall be paid by Engineer.
ARTICLE 20
TERMINATION
This Contract may be terminated as set forth below.
(1) By mutual agreement and consent, in writing, of both parties.
(2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to
perform the Engineering Services set forth herein in a satisfactory manner.
(3) By either party, upon the failure of the other party to fulfill its obligations as set forth
herein.
(4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon
not less than thirty (30) days' written notice to Engineer.
(5) By satisfactory completion of all Engineering Services and obligations described herein.
Should City 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
8
Services completed at that time. Should City terminate this Contract under Subsection (4) immediately
above, then the amount charged during the thirty -day notice period shall not exceed the amount charged
during the preceding thirty (30) days.
If Engineer defaults in the performance of this Contract or if City terminates this Contract for
fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer
in performing the Engineering Services to the date of default, the amount of Engineering Services
required which was satisfactorily completed to date of default, the value of the Engineering Services
which are usable to City, the cost to City of employing another firm to complete the Engineering
Services required and the time required to do so, and other factors which affect the value to City of the
Engineering Services performed at the time of default.
The termination of this Contract and payment of an amount in settlement as prescribed above
shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the
obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this
Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take
over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be
liable to City for any additional and reasonable costs incurred by City.
Engineer shall be responsible for the settlement of all contractual and administrative issues
arising out of any procurements made by Engineer in support of the Engineering Services under this
Contract.
ARTICLE 21
COMPLIANCE WITH LAWS
(1) Compliance. Engineer shall comply with all applicable federal, state and local laws,
statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or
administrative bodies or tribunals in any manner affecting the performance of this Contract, including
without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws
and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance.
Engineer shall further obtain all 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.
9
Engineer shall also save and hold City harmless from any and all expenses, including but not
limited to 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 from a company authorized to do insurance business in Texas and otherwise
10
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 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.
11
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
12
and to:
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
Engineer:
Allen D. Woelke, P.E.
Vice President
Camp Dresser & McKee Inc.
12357-A Riata Trace Parkway, Suite 210
Austin, TX 78727
ARTICLE 33
GENERAL PROVISIONS
(1) Time is of the Essence. Engineer understands and agrees that time is of the essence and
that any failure of Engineer to complete the Engineering Services for each phase of this Contract within
the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully
responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with
the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage
is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the
extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal
rights or remedies.
(2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if
prevented from performing any of their obligations hereunder by reasons for which they are not
responsible or circumstances beyond their control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
(3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson
County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or
all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas.
This Contract shall be governed by and construed in accordance with the laws and court decisions of
the State of Texas.
(4) Standard of Performance. The standard of care for all professional engineering,
consulting and related services performed or furnished by Engineer and its employees under this
Contract will be the care and skill ordinarily used by members of Engineer's profession practicing
under the same or similar circumstances at the same time and in the same locality. Excepting Articles
25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise,
in connection with the Engineering Services.
13
(5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction
cost provided by Engineer are made on the basis of information available to Engineer and on the basis
of Engineer's experience and qualifications and represents its judgment as an experienced and qualified
professional engineer. However, since Engineer has no control over the cost of labor, materials,
equipment or services furnished by others, or over the contractor(s') methods of determining prices, or
over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or
actual project or construction cost will not vary from opinions of probable cost Engineer prepares.
(6) Opinions and Determinations. Where the terms of this Contract provide for action to be
based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are
not intended to be and shall never be construed as permitting such opinion, judgment, approval, review,
or determination to be arbitrary, capricious, or unreasonable.
ARTICLE 34
SIGNATORY WARRANTY
The undersigned signatory for Engineer hereby represents and warrants that the signatory is an
officer of the organization for which he/she has executed this Contract and that he/she has full and
complete authority to enter into this Contract on behalf of the firm. The above -stated representations
and warranties are made for the purpose of inducing 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 and Engineer, signing by and through its
duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and
representatives for the faithful and full performance of the terms and provisions hereof.
CITY OF ROUND ' OC TEX
By:
Nyl- •'%ell, or
ATTEST:
By: ;l U1L6- i1Y 1-L) �J l a ltt%Yl Q �
Christine Martinez, City Secretary d
CAMP i'I' E SER
By:
Signature of Pi--inci911,
Printed Name: ii/ /) , Guiel
14
APP' O ED AlS TO ORM:
Stepha
L. Sheets, City Attorney
LIST OF EXHIBITS ATTACHED
(1) Exhibit A City Services
(2) Exhibit B Engineering Services
(3) Exhibit C Work Schedule
(4) Exhibit D Fee Schedule
(5) Exhibit E Certificates of Insurance
Exhibit A
City Services
The City of Round Rock will furnish to the Engineer the following items/information:
1. Designate a person to act as City's representative with respect to the services to be
performed or furnished by the Engineer. This representation will have authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to Engineer's services.
2. Provide all criteria and full information as to City's requirements for the project,
including objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and furnish copies of all design and construction
standards which City will require to be included in the Project Drawings and
Specifications.
3. Assist Engineer by placing all available information pertinent to the Project,
including previous reports and any other data relative to the design or construction
of the Project at the Engineer's disposal.
4. Furnish to Engineer, as requested for performance of basic services or as required
by the Contract Documents, the following:
a. Data prepared by or services of others, including without limitation
explorations and tests of subsurface conditions at or contiguous to the site,
drawings of physical conditions in or relating to existing surface of subsurface
structures at or contiguous to the site;
b. The services of an independent testing laboratory to perform all inspections,
test and approvals of samples, materials and equipment;
c. Environmental assessments, audits, investigations and impact statements, and
other relevant environmental or cultural studies as to the Project, the site and
adjacent areas;
d. Arrange for access to and make all provisions for Engineer to enter upon
public and private property as required for Engineer to perform services under
this Agreement;
e. Examine all alternate solutions, studies, reports, sketches, proposals and other
documents presented by Engineer;
f. Provide such accounting, bond and financial advisory, independent cost
estimating and insurance counseling services and such legal services as City
g.
may require or Engineer may reasonably request with regard to legal issues
pertaining to the Project;
Provide labor and safety equipment to open electrical/instrumentation
cabinets, open and protect manholes and/or to operate valves and hydrants as
required by the Engineer; and
h. Give prompt notice to Engineer whenever City observes or otherwise becomes
aware of any development that affects the scope or time of performance or
furnishing of Engineer's services, or any defect or nonconformance in
Engineer's services in the work of any Contractor.
Exhibit B
Engineering Services
PHASE 1 PRELIMINARY ENGINEERING SERVICES
Pre -Design Services
1) ENGINEER shall provide topographic survey of the required area of the raw water
pump station site and pipeline route. The topographic survey will locate all physical
features on the site including trees larger than 6 -inches in diameter. The survey will
be performed to allow development of one foot contours to be used during the design
of the facilities and appurtenances. Survey will be on City of Round Rock coordinate
and elevation system (subcontracted service).
ENGINEER shall coordinate with surveyor so that design requirements are
communicated and that issues encountered during the field surveys are addressed.
2) ENGINEER shall provide soil borings at the raw water pump station site and
foundation recommendations for the facilities and appurtenances (subcontracted
service).
ENGINEER shall coordinate with geotechnical engineer so that design requirements
are communicated and that issues encountered during the geotechnical field work are
addressed. The ENGINEER shall work with the geotechnical engineer and
investigate foundation alternatives that provide the most economical system for the
OWNER.
Preliminary Engineering Services
1) Perform preliminary engineering services in connection with Project in sufficient
detail to indicate clearly the problems involved and the alternate solutions available to
the OWNER, to include preliminary layouts, sketches and cost estimates for the
Project, and to set forth clearly the ENGINEER's recommendations.
2) Identify and analyze requirements of governmental authorities having jurisdiction to
approve the design of the project, and participating in consultations with such
authorities.
3) ENGINEER shall conduct a project kickoff workshop with the OWNER to clarify
and define the OWNER's requirements for the project.
4) ENGINEER shall provide an environmental study of the required area to determine
wetlands impact, waters of the U.S. impact and endangered species evaluation.
ENGINEER shall submit the pre -construction notification report to the U.S. Corps of
Engineers.
5) ENGINEER shall provide a Phase I archeological study of the required area to
determine cultural, historical and archeological features at the project site.
ENGINEER shall submit the Phase I report to the Texas Historical Commission
(subcontracted service).
6) ENGINEER shall provide a geological assessment of the required area to determine if
sensitive geologic features exist in the project area. The geologic assessment will be
incorporated into the stormwater pollution prevention plan (subcontracted service).
7) ENGINEER shall prepare a Stormwater Pollution Prevention Plan for the pipeline
route and submit to the TCEQ Water Quality Division.
8) ENGINEER shall prepare the Water Pollution Abatement Plan for the raw water
pump station site and submit to the TCEQ Edwards Aquifer Program.
9) ENGINEER shall prepare preliminary design documents for the project and provide
to the OWNER for review.
PHASE 2 FINAL DESIGN ENGINEERING SERVICES
Design Phase
1) Prepare for incorporation in the Contract Documents final Drawings showing the
scope, extent and character of the work to be performed and furnished by Contractor
and Specifications (which will be prepared, where appropriate, in conformance with
the sixteen division format of the Construction Specifications Institute).
2) Provide technical criteria, written descriptions and design data for use in filing
applications for permits with or obtaining approvals of such governmental authorities
as have jurisdiction to review or approve the final design of the Project, and assist
OWNER in consultations with appropriate authorities.
3) Advise OWNER of any adjustments to the opinion of probable Construction Cost and
any adjustments to Total Project Costs known to ENGINEER as a result of change in
scope, extent or character or design requirements of the Project.
4) After consulting with the City Attorney concerning OWNER's desired format,
prepare for review and approval by OWNER, its legal counsel and other advisors,
contract agreement forms, general conditions and supplementary conditions, and
(where appropriate) bid forms, invitations to bid and instruction to bidders, and assist
in the preparation of other related documents. ENGINEER shall modify documents
in accordance with the recommendations of OWNER.
5) Furnish four copies of the above documents, Drawings and Specifications to the
OWNER for review. ENGINEER shall conduct a Drawing and Specification review
meeting with the OWNER at 60% complete and 90% complete.
6) Engineer's services under the Design Phase will be considered complete at the date
when the submittals have been accepted by OWNER plus such additional time as
may be considered reasonable for obtaining approval of governmental authorities
having jurisdiction to approve the portions of the Project designed or specified by
ENGINEER, if such approval is to be obtained during the Design Phase.
Bidding Phase
After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other
Design Phase documentation (including the most recent opinion of probable Construction
Cost) and upon written authorization from OWNER to proceed, ENGINEER shall:
1) Assist OWNER in advertising for and obtaining bids for the contract for construction,
materials, equipment and services; and, where applicable, maintain a record of
prospective bidders to whom Bidding Documents have been issued, attend pre-bid
conference, if any, and receive and process deposits for Bidding Documents.
ENGINEER shall distribute plans and specifications from their office and keep a plan
holders list.
2) Issue addenda as appropriate to clarify, correct or change the Bidding Documents.
3) Consult with OWNER as to acceptability of subcontractors, suppliers and other
persons and entities proposed by Contractor for those portions of the work as to
which such acceptability is required by the Bidding Documents.
4) Attend and preside over a prebid meeting to present project to prospective bidders
and respond to questions raised by prospective bidders.
5) Attend the bid opening, prepare bid tabulation sheets and assist OWNER in
evaluating bids or proposals and in assembling and awarding contracts for
construction, materials, equipment and services.
6) The Bidding Phase will terminate and the services to be performed or furnished
thereunder will be considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective Contractors.
Construction Phase
During the Construction Phase:
1) General Administration of Construction Contract
ENGINEER shall consult with and advise OWNER and act as OWNER's
representative as provided in the Standard General Conditions. The extent and
limitations of the duties, responsibilities and authority of ENGINEER as assigned in
said Standard General Conditions shall not be modified, except as ENGINEER may
otherwise agree to in writing. All of OWNER's instructions to Contractor will be
issued through ENGINEER who shall have authority to act on behalf of OWNER in
dealings with Contractor to the extent provided in this Agreement and said Standard
General Conditions except as otherwise provided in writing.
2) Visits to Site and Observation of Construction
In connection with observations of the work of Contractor while in progress:
a. ENGINEER shall make visits to the site at intervals appropriate to the various
stages of construction as ENGINEER deems necessary in order to observe as an
experienced and qualified design professional the progress and quality of the
various aspects of Contractor's work. Such visits and observations by
ENGINEER are not intended to be exhaustive or to extend to every aspect of the
work in progress, or to involve detailed inspections of the work beyond the
responsibilities specifically assigned to ENGINEER in this Agreement and the
Contract Documents, but rather are to be limited to spot checking, selective
sampling and similar methods of observation of the work based on ENGINEER's
exercise of professional judgment as assisted by the OWNER's Project
Representative. Based on information obtained during such visits and such
observations, ENGINEER shall endeavor to determine if such work is proceeding
in accordance with the Contract Documents and ENGINEER shall keep OWNER
informed of the progress of the work.
b. The purpose of ENGINEER's visits to the site will be to enable ENGINEER to
better carry out the duties and responsibilities assigned to and undertaken by
ENGINEER during the Construction Phase, and, in addition, by the exercise of
ENGINEER's efforts as an experienced and qualified design professional, to
provide for OWNER a greater degree of confidence that the completed work of
Contractor will conform to the Contract Documents and that the integrity of the
design concept of the completed Project as a functioning whole as indicated in the
Contract Documents has been implemented and preserved by Contractor. On the
other hand, ENGINEER shall not, during such visits or as a result of such
observations of Contractor's work in progress, supervise, direct or have control
over Contractor's work not shall ENGINEER have authority over or
responsibility for the means, methods, techniques, sequences or procedures of
construction selected by Contractor, for safety precautions and programs incident
to the work of Contractor or for any failure of Contractor to comply with laws,
rules, regulations, ordinances, codes or orders (other than orders emanating from
OWNER or ENGINEER with respect to the work, such as change orders)
applicable to Contractor's furnishing and performing the work.
3) Defective Work
During such visits on the basis of such observations, ENGINEER shall have authority
and duty to disapprove of or reject Contractor's work while it is in progress if
ENGINEER believes that such work will not produce a completed Project that
conforms to the Contract Documents or that it will prejudice the integrity of the
design concept of the completed Project as a functioning whole as indicated in the
Contract Documents.
4) Clarifications and Interpretations; Field Orders.
ENGINEER shall issue necessary clarifications and interpretations of the Contract
Documents as appropriate to the orderly completion of the work. Such clarifications
and interpretations will be consistent with the intent of and reasonably inferable from
the Contract Documents. ENGINEER may issue Field Orders authorizing minor
variations from the requirements of the Contract Documents.
5) Change Orders and Work Change Directives
ENGINEER shall recommend Change Orders and Work Change Directives to
OWNER as appropriate, and shall prepare Change Orders and Work Change
Directives as required. If requested by OWNER, ENGINEER will be in attendance at
the City Council meeting to describe the necessity for the Change Order.
6) Shop Drawings
ENGINEER shall review and approve (or take other appropriate action in respect of )
Shop Drawings and Samples and other data which Contractor is required to submit,
but only for conformance with the information given in the Contract Documents and
compatibility with the design concept of the completed Project as a functioning whole
as indicated in the Contract Documents. Such reviews and approvals or other action
will not extend to means, methods, techniques, sequences or procedures of
construction or to safety precautions and programs incident thereto.
7) Substitutes
ENGINEER shall evaluate and determine the acceptability of substitute or "or -equal"
materials and equipment proposed by Contractor.
8) Inspections and Tests
ENGINEER may require special inspections or tests of the work, and shall receive
and review all certificates of inspections, tests and approvals required by laws, rules,
regulations, ordinances, codes, orders or the Contract Documents. ENGINEER's
review of such certificates will be for the purpose of determining that the results
certified indicate compliance with the Contract Documents and will not constitute an
independent evaluation that the content or procedures of such inspections, test or
approvals comply with the requirements for the Contract Documents. ENGINEER
shall be entitled to rely on the results of such tests.
9) Disagreements between OWNER and Contractor
ENGINEER shall render the initial decisions on all claims of OWNER and
Contractor relating to the acceptability of the work or the interpretation of the
requirements of the Contract Documents pertaining to the execution and progress of
the work. In rendering such decisions, ENGINEER shall be fair and impartial to
OWNER and Contractor to ensure the work complies with the requirements of the
Contract Documents, and shall not be liable for the rendering of any decision made in
good faith in such capacity.
10) Applications for Payment
Based on ENGINEER's on-site observations as an experienced and qualified design
professional and on review of Applications for Payment and the accompanying data
and schedules:
a. ENGINEER shall determine the amounts that ENGINEER recommends
Contractor be paid. Such recommendations of payment will be in writing and will
constitute ENGINEER's representation to OWNER, based on such observations
and review, that, to the best of ENGINEER's knowledge, information and belief,
the work has progressed to the point indicated, the quality of such work is in
accordance with the Contract Documents (subject to an evaluation of such work
as a functioning whole prior to or upon Substantial Completion, to the results of
any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation), and the conditions precedent to
Contractor's being entitled to such payment appear to have been fulfilled in so far
as it is Engineer's responsibility to observe the work. In the case of unit price
work, ENGINEER's recommendations of payment will include final
determinations of quantities and classifications of such work (subject to any
subsequent adjustments allowed by the Contract Documents). The
responsibilities of ENGINEER contained in Paragraph a. are expressly subject to
the limitations set forth in Paragraph b. and other express or general limitations in
the Agreement and elsewhere.
b. By recommending any payment ENGINEER shall not thereby be deemed to have
represented that on-site observations made by ENGINEER to check the quality or
quantity of Contractor's work as it is performed and furnished have been
exhaustive, extended to every aspect of the work in progress, or involved detailed
inspections of the work beyond the responsibilities specifically assigned to
ENGINEER in this Agreement and the Contract Documents. Neither
ENGINEER's review of Contractor's work for the purposes of recommending
payments nor ENGINEER's recommendation of any payment (including final
payment) will impose on ENGINEER's responsibility to supervise, direct or
control such work or for the means, methods, techniques, sequences or procedures
of construction or safety precautions or programs incident thereto, or Contractor's
compliance with laws, rules, regulations, ordinances, codes or orders applicable to
Contractor's furnishing and performing the work. It will also not impose
responsibility on ENGINEER to make any examination to ascertain how or for
what purposes Contractor has used the moneys paid on account of the Contract
Price, or to determine that title to any of the work, materials or equipment has
passed to OWNER free and clear of any liens, claims, security interests or
encumbrances, or that there may not be other matters at issue between OWNER
and Contractor that might affect the amount that should be paid.
11)Contractor's Completion Documents
ENGINEER shall receive, review and transmit to OWNER with written comments
maintenance and operating instructions, schedules, guarantees, Bonds, certificates or
other evidence of insurance required by the Contract Documents, certificates of
inspection, tests and approvals, and marked -up record documents (including Shop
Drawings, Samples and other data approved as provided under Paragraph 6 and
marked -up Record Drawings) which are to be assembled by Contractor in accordance
with the Contract Documents to obtain final payment. ENGINEER's review of such
documents will only be to determine that their content complies with the requirements
of, and in the case of certificates of inspections, tests and approvals that the results
certified indicate compliance with, the Contract Documents.
12) Substantial Completion
Following notice from Contractor that Contractor considers the entire work ready for
its intended use, ENGINEER and OWNER, accompanied by Contractor, shall
conduct an inspection to determine if the work is substantially complete. If after
considering any objections of OWNER, ENGINEER considers the work substantially
complete, ENGINEER shall deliver a Certificate of Substantial Completion to
OWNER and Contractor. The Certificate of Substantial Completion shall only allow
OWNER to begin operation of the item constructed hereunder, but shall not constitute
final acceptance of the work or Certificate of Final Completion.
13) Final Notice of Acceptability of the Work
ENGINEER shall conduct a final inspection to determine if the completed work of
Contractor is acceptable so that ENGINEER may recommend, in writing, final
payment to Contractor. Accompanying the recommendation for final payment,
ENGINEER shall indicate that the work is acceptable (subject to the provisions of
Paragraph 10.b.) to the best of ENGINEER's knowledge, information and belief and
based on the extent of the services performed and furnished by ENGINEER under
this Agreement.
14) ENGINEER's Completion Documents
ENGINEER shall utilize the marked -up contract drawings from the Contractor, with
the assistance of the OWNER's representative, to provide Record Drawings of the
completed Project. ENGINEER shall furnish one set of reproducible drawings and
one set of prints of these revised drawings to the OWNER.
As an accommodation to the OWNER, ENGINEER agrees to provide OWNER an
electronic copy of the AutoCAD readable disk used by CDM to develop the Record
Drawings for the project. The Record Drawings shall be provide in AutoCAD format
using no version higher than 2000. OWNER is aware of the potential errors that may
arise through the electronic copying of the disk. OWNER recognizes that the
information contained on the floppy disk may not include all information which is
included in the Record Drawings. The hard copy of the Record Drawings containing
the engineer's professional engineering stamp shall take precedence over the floppy
disk.
The floppy disks are provided to OWNER "as is" and any use of the disk or the
information contained on the disk is at the sole risk of the OWNER and without any
liability or legal exposure to ENGINEER.
15) Limitations of Responsibilities
ENGINEER agrees to inspect work and perform the duties specified in this contract
in a reasonable manner, but does not guarantee the discovery of Contractor's failure
to comply with the Contract Documents if a reasonable engineer in ENGINEER's
position would not have discovered such failure.
16) Duration of Construction Phase
The Construction Phase will commence with the execution of the construction
contract for the Project or any part thereof and will terminate upon written
recommendation by ENGINEER of final payment.
Post Construction Services
1. ENGINEER shall consult with and advise OWNER and act as OWNER's
representative in accordance with the Standard General Conditions to address
warranty issues with the General Contractor.
Exhibit C
Work Schedule
Notice to Proceed
May 2, 2005
Phase 1 Preliminary Engineering Services
Pre -Design Services
July 15, 2005
Preliminary Engineering Services
August 15, 2005
Phase 2 Final Design Engineering Services
Design Phase Services
February 24, 2006
Bidding Phase Services
May 26, 2006
Construction Phase Services Begin
June 5, 2006
Construction Phase Services Complete
July 5, 2007
Post Construction Services
September 5, 2007
Exhibit D
Fee Schedule
Basic Services
Special Services
Phase 1 Preliminary Engineering Services
Pre -Design Services
$2,700.00
Surveying
$59,500.00
Geotechnical Testing
$5,500.00
Project Kickoff Workshop
$12,400.00
Preliminary Engineering Services
$301,400.00
Edwards Water Pollution Abatement Plan
$8,200.00
Edwards Water Pollution Abatement Plan Fee
$2,000.00
TCEQ Letter Report Submittal
$2,200.00
Pipeline Stormwater Pollution Prevention Plan
$5,200.00
Environmental Study Services
$7,800.00
Archeological Study Services
$7,500.00
Geological Study Services
$3,200.00
SUBTOTAL
$304,100.00
$113,500.00
PHASE 1 TOTAL
$417,600.00
Phase 2 Final Design Engineering Services
Design Phase Services
449,800.00
Bidding Phase Services
41,200.00
Construction Phase
265,800.00
Post Construction Services
$5,200.00
SUBTOTAL
756,800.00
$5,200.00
PHASE 2 TOTAL
$762,000.00
PROJECT TOTAL
$1,179,600.00
EXHIBIT E
Certificates of Insurance
03/15/2005 16:22 FAX 5122185563 CORR PUBLIC WORKS
12.01-2O08 04:35P1A FROM -C131,1 Austin
CERTIFICATE OF LIABILITY INSURANCE
4 SHEETS I1002
+513 345 1483 T-730 p.002/1102 F-036
nam: 1/13/05
ligt4FESSIONAL SERVICES
PRODUCER AON Risk Services, Inc. of MA COMPANIES AFFORDING COVERAGE
99 High Street
Boston, MA 02110 A, Lloyd's of London
INSURED
Camp Dresser & McKee, Inc.
50 Hampshire Street
Cambridge, MA 02139
B
C
D
TIS IS TO CERTIFY THAT the insured named above is insured by the Companies listed above with respect to
the business operations hereinafter described, for the types of insurance and in accordance with the provisions of
the standard policies used by the companies, and further hereinafter described, Exceptions to the policies are noted
below -
CO TYPE OF INSURANCE
LTR
POLICY EFFECITVE
NUMBER DATE
EXPIRATION
DATE
L.Ilwnzs
i'ROFBSSI7NALUABllITY 823/QK0501367 01/01/05 01/01/06
$3,000,000
DESORIPTIoN OF SPECIAL 1TEMS/EXCEPTIONS
Should any of the above described policies be cancelled or changed before the ejpircdon dare thereof, the Issuing cownpar+Y wz11 mail thztty
(30) days written notice.to the certificate holder named below.
CERTIFICATE HOLDER: City of Round Rook
221 E. Main Street
Round Rock, Texpg 78664
stm: Chtisd= Marin% City Secretary
Rata 2110/03 - Fro essvanal Liability Certifiaote.doe
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Typed Name: Diana . Pepe' - -