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R-05-12-01-9F3 - 12/1/2005RESOLUTION NO. R -05-12-01-9F3 WHEREAS, the City of Round Rock desires to retain engineering services for the design of the East Water Transmission Line, Phase 3B-2 Improvements, and WHEREAS, HDR Engineering, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with HDR Engineering, 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 HDR Engineering, Inc. for the design of the East Water Transmission Line, Phase 3B-2 Improvements, a copy of said contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and. formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 1st day of December, 2005. A T ST: W L ,i ayor Ci y of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secre ©PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R51201F3.WPD/rmc ary ROUND ROCK, TEXAS PURPOSE. P15SIOX PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: HDR ENGINEERING, INC. ADDRESS: 4401 West Gate Blvd., Suite 400, Austin, TX 78745 PROJECT: EAST WATER TRANSMISSION LINE - PHASE 3B-2 ("Engineer") 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: hdr-eastwater3b2;WL12ETWLB2; 92483 EXHIBIT Rev. 04/06/05 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 Two Hundred Ninety-nine Thousand Three Hundred Thirty-eight & No/100 Dollars ($ 299,338.00 ) 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 correctand 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 drundellAround-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: Darren C. Strozewski, P.E. Project Manager 4401 West Gate Blvd., Suite 400 Austin, 1X "/8143 Telephone Number (512) 912-5170 Fax Number (512) 912-5158 Email Address dstrozewAhdrinc.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 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. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 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. 7 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 reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per occurrence from a company authorized to do insurance business in Texas and 10 otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The .policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be 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: Darren C. Strozewski, P.E. Project Manager HDR Engineering, Inc. 4401 West Gate Blvd., Suite 400 Austin, TX 78745 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 ROCK, TEXAS APPROVED AS TO FORM: By: Nyle Maxwell, Mayor ATTEST: By: Stephan L. Sheets, City Attorney Christine Martinez, City Secretary HDR F1 C�INEEG, INC. By: Signature of Princi sal Printed Name: %/totes K (X) ihme" , PE 14 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 will provide to the Engineer under this agreement the following items/information/assistance: 1. Provide assistance with coordination with TxDOT. 2. Provide assistance with coordination with Williamson County. 3. Provide assistance with coordination with Private Property Owners. 4. Provide assistance with coordination of Easement Acquisitions as required. 5. Provide a list of utility providers with contact names and phone numbers for the project area. 6. Provide as -built or construction drawings of existing utilities with pipe material and pressure classification; and locate existing utilities as requested by Engineer. 7. Assist Engineer in visiting pipeline route, cased bore crossings, tie-in locations as needed to finalize the Project route. 8. Provide timely review of construction plans, technical specifications, and contract documents. EXHIBIT B Engineering Services DESIGN PHASE 1. Establish the scope, and advise the City, of any additional soil and foundation investigations or any special testing which, in the opinion of the Engineer, may be required for the proper execution of the Project. The Construction Plans developed under this contract will be tied to the City of Round Rock's Horizontal and Vertical Control Network. 2. Establish the scope, probable cost of construction and advise the City, of any additional field surveys to collect information, which in the opinion of the Engineer, may be required for the proper execution of the Project. Construction staking of the pipe centerline will be the sole responsibility of the Construction Contractor to pay for and execute the required surveying services. A scope of work, fees, and performance schedule has been developed and Inland Survey, Inc. will complete the work under a subconsultant agreement with the Engineer. 3. Coordinate with Williamson County on the placement of the proposed 36 -inch water line to be constructed within the existing CR122 right-of-way. Survey and prepare field notes and sketch for an executive City of Round Rock 30 -foot Water Line Easement within the existing CR122 right-of-way. 4. Include provisions in the fitting layout and design to accommodate ease of future water line connections and/or pressure reducing valve installations. 5. Furnish to the City, where required by the circumstances of the assignment, the engineering and/or survey data necessary for applications for routine permits and/or acquisitions of easements including Private Property, TxDOT, Williamson County, state, and federal authorities. The Engineer shall also assist the City in obtaining approval of the aforementioned routine permit applications from TxDOT, Union Pacific Railroad, local, state, and federal authorities. 6. Prepare specifications and contract drawings, for construction authorized by the City and submit to the applicable local and state agencies for approval. 7. The specifications will be prepared in conformance with the sixteen -division format of the Construction Specification Institute and will be based upon Engineer's master specifications. The General Conditions and other Contract Documents will be the City's standard documents with the revisions previously suggested by the Engineer and approved by the City. 8. Prepare for review and approval by City, its legal counsel and other advisors, contract agreement forms, general and supplementary conditions of the construction contract, proposal form, invitation to bid and instructions to bidders. 9. Evaluations of the City's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by Engineer, represent Engineer's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither Engineer nor the City has control over the cost of labor, materials or equipment; over the Contractor's methods of determining bid prices; or over competitive bidding, market or negotiating conditions. Accordingly, Engineer cannot and does not warrant or represent that bids or negotiated prices will not vary from the City's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by Engineer. 10. Furnish the City all necessary copies of review sets and final approved plans, specifications, notices to bidders, and proposals. Furnish two sets of half sized prints and two sets of full sized prints of signed and approved drawings, electronic files (AutoCAD 2000i on CD ROM) to the City. 11. Provide information on utilities to be relocated in connection with the project. The City will provide excavation to determine location and depth of underground water and sewer lines. Utilities to be relocated by others shall be noted on the plans. City -owned utilities to be relocated shall also be noted on the plans. Where feasible, relocation of City -owned utilities shall be included in the construction contract. BIDDING PHASE 1. Assist City in advertising for and obtaining proposals or negotiating proposals for the prime contract for construction materials, equipment and services to be performed by a contractor for the project (hereinafter called "Work"); and, where applicable, maintain a record of prospective bidders to whom Contract Documents have been issued, attend pre-bid conference and receive and process deposits for Contract Documents. 2. Issue addenda as appropriate to interpret, clarify or expand the Contract Documents. 3. Consult with City to determine the acceptability of substitute materials and equipment proposed by potential contractor(s) when substitution prior to the award of contracts is allowed by the Contract Documents. 4. Attend and conduct the bid opening and prepare bid tabulation sheets. Evaluate bids or proposals; prepare bid tabulation sheets and letter recommending award of contract to the lowest and most qualified bidder and in assembling and awarding contracts for construction materials, equipment and services. CONSTRUCTION PHASE 1. Consult with and advise City as set forth herein and as provided in the General Conditions and Supplementary General Conditions of the Contract for Construction included in the Contract Documents for the project. The extent and limitations of the duties and responsibilities of Engineer as assigned in said Contract Documents shall not be modified, except as Engineer may otherwise agree in writing. City shall issue all instructions to the contractor performing the Work (hereinafter called "Contractor") except as otherwise provided in writing. 2. Make periodic visits to the site to observe the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the Contract Documents. In performing this service, the Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work or material; he will not be responsible for the techniques and sequences of construction or the safety precautions incident thereto, and he will not be responsible or liable in any degree for the contractors' failure to perform the construction work in accordance with the Contract Documents. During visits to the construction site, and on the basis of the Engineer's on-site observations as an experienced and qualified design professional, he will keep the City informed of the extent of the progress of the work, and advise the City of material and substantial defects and deficiencies in the work of contractors which are discovered by the Engineer or otherwise brought to the Engineer's attention in the course of construction, and may, on behalf of the City, exercise whatever rights the City may have to disapprove work and materials as failing to conform to the Contract Documents. 3. Attend and conduct the monthly progress/coordination meeting with the city, contractor and others including review of the project schedule. 4. Make recommendations to City concerning the disapproval or rejection of Contractors' Work while it is in progress if Engineer believes that such Work will not produce a completed project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the project as reflected in the Contract Documents. Engineer shall have access to the Work at all times wherever it is in preparation or progress. 5. Consult and advise with the City; issue all instructions to the contractor requested by the City; and prepare routine change orders as required. 6. Evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor. 7. Make recommendations to City regarding the advisability of requiring special inspections or testing of the Work and have City, for the purposes of this paragraph, receive and review all certificates of inspections, testing and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents to determine generally that their content complies with the requirements of, and the results certified indicate compliance with, the Contract Documents. 8. Act as initial interpreter of the requirements of the Contract Documents, judge the acceptability of the Work and make decisions on all claims of City 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. Engineer shall not be liable for the results of any such interpretations or decisions rendered in good faith. 9. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of materials and equipment and other data which the contractor is required to submit, only for conformance with the design concept of the Project and compliance with the information given by the Contract Documents; and assemble written guarantees which are required by the Contract Documents. 10. Determine the amount owing to Contractor based on Engineer's observations at the site and the data comprising the Application for Payment, and recommend in writing payments to Contractor in such amounts. Such recommendations of payment will constitute a representation to City that the Work has progressed to the point indicated and that, to the best of Engineer's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections of others, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by Engineer. The issuance of a recommendation will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a recommendation for payment will not be a representation that the Engineer has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the City to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Price. 11. Receive and review maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection and tests and approvals of equipment, which are to be provided by Contractor in accordance with the Contract Documents. Determine that their content complies with the requirements of the Contract Documents and transmit them to City with written comments. 12. Conduct, in company with the City, a preliminary and a final inspection of the Project for assessing conformance with the design concept and compliance with the Contract Documents, determining the substantial completion date for the Project, and recommending final payment to the contractor in writing. 13. Revise contract drawings, with the assistance of the City's representative, to provide record drawings of the completed Project. Furnish one set of reproducible drawings, electronic files (AutoCAD 2000i on CD ROM), and two sets of prints of the record drawings to the City. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60 -day acceptance period will be corrected by the party delivering the electronic files. Engineer shall not be responsible to maintain documents stored in electronic media format after acceptance by the City. When transferring documents in electronic media format, Engineer makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by Engineer at the beginning of this Project. The City may make and retain copies of Documents for information and reference in connection with use on the Project by the City. Such Documents are not intended or represented to be suitable for reuse by the City or others on extensions of the Project or on any other project. Any such reuse or modification without written verification or adaptation by Engineer, as appropriate for the specific purpose intended, will be at the City's sole risk and without liability or legal exposure to Engineer or to Engineer's subconsultants. The City shall indemnify and hold harmless Engineer and Engineer's subconsultants from all claims, damages, losses, and expenses, including attorneys' fees arising out of or resulting there from. If there is a discrepancy between the electronic files and the hard copies, the hard copies will govern. 14. Compile, review, and comment on operation and maintenance manuals, which will be provided by Contractor in accordance with the Contract Documents. 15. Assist City staff during start-up of the project. The Engineer shall provide technical support and professional advice regarding any unforeseen problems with the operation and maintenance of the Project for a period of 1 year to the City. EXHIBIT C Work Schedule SEE ATTACHMENT ✓ r ✓ ` r Preliminary Alignment and Easement Identification Existing Utility Data Collection Coordination with County and TxDOT Meeting with City O rn Or I .�- Parcel Map (as required) 1 r Easement Acquisition Sr,Csl Plans and Specifications 50 % Review 90 % Review Construction Construction Administration Asbuilt Drawings and Project Closeout Ch O 1N 44 CV ICV N EXHIBIT D Fee Schedule SEE ATTACHMENT City of Round Rock East Water Transmission Line, Phase 3B-2 DESIGN DOCUMENTS PREPARATION Sheet Sheet/Task Description SERIES 000 - General # OG01 Cover # OG02 Sheet Index and Location Map # OG03 Symbols and Abbreviations # OG04 General Construction, Williamson County and TxDOT Notes SERIES 100 - Pipeline # 1X-01 Pavement and # 1X-02 Pavement and # 1X-03 Pavement and # 1C01 Plan & Profile - # 1CO2 Plan & Profile - # 1CO3 Plan & Profile - # 1C04 Plan & Profile - # 1C05 Plan & Profile - # 1C06 Plan & Profile - # 1C07 Plan & Profile - # 1C08 Plan & Profile - # 1C09 Plan & Profile - # 1C10 Plan & Profile - Sidewalk Demolition - Red Bud Lane (1"=20') Sidewalk Demolition - Red Bud Lane (1"=20') Sidewalk Demolition - Red Bud Lane (1"=20') Red Bud Lane WL and Pavement Repair (1"=20') Red Bud Lane WL and Pavement Repair (1"=20') Red Bud Lane WL and Pavement Repair (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') SERIES 200 - Details # 2C01 General Civil Details # 2CO2 Erosion Control and Tree Protection Notes # 2CO3 Buried Piping Embedment and Joint Details # 2C04 Pipe Crossing Details # 2C05 Thrust Blocking and Horizontal Joint Restraint # 2C06 Buried Valve Details # 2C07 Water Line Markers and Test Station Details # 2C08 Tree Protection and Environmental Control Devices # 2C09 Asphalt Pavement and Sidewalk Details # 2C10 Traffic Control Plan # 2C11 Traffic Control Plan PROJECT MANUAL Division 0 - Bidding Requirements & Conditions Division 1 - General Requirements Division 2 - Site Work Division 3 - Concrete Division 15 - Mechanical MISCELLANEOUS TASKS Coordination with Phase 3B-1 connection point Preliminary and Final Route Alignment Meetings with City (3 total) Easement Definition, Temporary Const. Esmt's, Esmt Acquisition Exhibits Meetings: 24 Weeks Est. Project Duration 4 Week Interval between Client Meetings 4 Hours per Client Meeting: Total Meeting Hours: Project Administration LABOR TOTALS Budget Hours Project Project Principal Manager 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 4 4 4 4 12 4 Senior Project Admin. Engineer Engineer Technician Assistant 2 4 8 8 2 2 2 2 2 8 8 12 8 8 12 8 8 12 8 16 12 8 16 12 8 16 12 8 16 12 8 16 12 8 16 12 8 16 12 8 16 12 8 16 12 8 16 12 2 4 4 2 4 4 2 8 2 2 8 2 2 32 4 2 16 2 2 24 2 2 16 2 4 24 4 4 8 8 4 8 8 16 8 8 8 8 16 8 8 8 16 16 24 24 12 24 24 32 12 12 12 8 16 20 Task Fee $600 $1,600 $400 $700 $3,700 $3,700 $3,700 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $1,400 $1,400 $1,600 $1,600 $4,100 $2,300 $3,100 $2,300 $3,600 $2,400 $2,400 $3,900 $2,800 $3,900 $2,900 $4,600 $2,700 $5,000 $3,800 $8,500 $4,200 TOTAL HOURS TOTAL DIRECT LABOR FEE Hourly Rates 28 96 302 430 214 80 $64.50 $47.50 $40.00 $30.00 $30.00 $18.00 $127,900 REIMBURSABLE DIRECT COSTS Postage & Delivery Travel Expenses Miscellaneous Printing & Photocopying (Check Prints 11x17) Telephone Technology Charge: 8 Months 8 Months 8 Months 8 Months 1150 hours @ $4.10/hour $50.00 per month lump sum mileage $50.00 per month $0.10 per copy $100.00 per month 500 copies/mn $400 $1,250 $400 $400 $800 $4,715 TOTAL REIMBURSABLE DIRECT COSTS $7,965 SUBCONSULTANTS Fugro (Geotechnical) Inland (Surveying) Inland (Permanent Easement Documents - 5 parcels assumed) Inland (Temporary Construction Easement Documents - 5 parcels assumed) $7,150 $17,400 $17,350 $8,200 Task Description BIDDING Administration 8 Weeks Est. Bid Duration 5 Phone Calls/Week Hours per Phone Call Phone Call Allowance Pre -Bid Meeting Addenda (Estimated 3 total) Correspondence Recommendation for Award City of Round Rock East Water Transmission Line, Phase 3B-2 BIDDING AND CONSTRUCTION PHASE SERVICES Budget Hours Project Project Principal Manager Senior Project Admin. Engineer Engineer Technician Assist. 0.25 0.25 0.5 10 10 20 8 8 12 4 8 16 2 8 16 16 8 8 4 Task Fee $4,800 $3,900 $5,300 $3,200 LABOR TOTALS Bidding Expenses Postage & Delivery Travel Expenses Miscellaneous Printing & Photocopying Printing of Bid Sets Telephone Technology Charge: 0 24 34 64 2 Months $50.00 per month lump sum mileage 2 Months $50.00 per month 2 Months $0.10 per copy 50 Sets $100.00 per set 2 Months $100.00 per month 157 hours @ $4.10/hour 16 20 500 copies/mn $100 $250 $100 $100 $5,000 $200 $644 TOTAL BIDDING FEE $23,594 CONSTRUCTION Meetings/Site Visit: 36 Weeks Est. Project Duration 0.25 Site Visits per Week Hours per Visit Visit Time Allowance Pre -Construction Meeting Correspondence 2 Hours per Week Project Correspondence Administrative (monthly reports, files, billing, subcontract admin) 8 Construction Administration Pay Applications 2 Hours per Contractor Payment Requests Submittal Review Hours per Shop Drawing Review 24 Shop Drawing Submittals Hours per O&M Manaul Review 6 O&M Manuals Hours per Misc. Or Resubmittal 6 Misc and Resubmittal Review (20%) Requests for Information and Field Orders Hours per Response 10 Responses Inspection - Preliminary & Final Start-up Observation and Advice Record Drawings - approx 28 sheets Close-out Document Review LABOR TOTALS 1 4 5 9 36 45 4 4 8 72 8 40 40 18 1 4 24 96 2 4 12 24 1 2 6 12 0.5 1 1 10 20 8 24 4 16 8 8 8 16 72 36 30 0.5 12 0.5 3 0.5 3 16 16 $10,500 $1,900 $9,200 $13,800 $2,400 $13,300 $4,100 $2,100 $3,300 $4,400 $3,700 $8,100 $4,800 TOTAL HOURS 8 65 240 397 88 136 TOTAL LABOR FEE $81,600 REIMBURSABLE DIRECT COSTS Postage & Delivery Travel Expenses Miscellaneous Printing & Photocopying Printing of Record Sets Telephone Technology Charge: 9 Months 9 Months 9 Months $50.00 per month lump sum mileage $50.00 per month $0.10 per copy 10 Sets $100.00 per set 9 Months $100.00 per month 934 hours @ $4.10/hour 500 copies/mn $450 $1,100 $450 $450 $1,000 $900 $3,829 TOTAL REIMBURSABLE DIRECT COSTS $8,179 TOTAL CONSTRUCTION FEE $89,779 EXHIBIT E Certificates of Insurance SEE ATTACHMENT REC'€D JUN 0 6 2005 CERTIFICATE OF LIABILITY INSURANCE PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City. MO 64112 INSURED HDR Engineering, Inc. 8404 Indian Hills Drive, Omaha, NE 68114-4049 THIS 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 starlriard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below, A. C D Date: 61/05 COMPANIES AFFORDING COVERAGE Zurich American Ins Co, - OP, KS American Guarantee & Liab (Zurich) Sentry Ins. Co. Continental Cas (VO Schinnerer) CO TYPE OF POLICY LTR INSURANCE NUMBER >:ITEC'ITVE EXPIRATION DATE DATE Lr `S O -RAL L1ABIU Y GLO3504583 611/05 6/1/06 GENERAL AGGREGATE S 2,000,000 PRODUCTS-COMP/OP AQr3. 5 2,000,000 PERSONAL it ADV. INJURY 5 1.000,000 EACH OCCURRENCE S 1,000,000 FIRE DAMAGE (Any one Ete) S 1,000,000 MED, 'EXPENSE (Any MG pman) 5 5,000 B AUTOMOBILE LIABILITY TAP3504586 6/1/05 6/1/06 COM3INED S 11401 LIMIT BODILY INJURY (Per person) BODILY ROOKY ("er accklmt) PROPERTY DAMAGE S 2,000,000 5 5 S EXCESS LIABEATY (excluded professional liability) AUC3608400 6/1/05 6/1/06 EACH OCCURRENCE AGGREGATE $ 1,000,000 S 1,000,000 WORKERS' COt tPENSAnoN 90-14910-01 AND EMPLOYERS' LLSAIurr' 611/05 6/1/06 STATUTORY LIMITS EACH ACCIDENT DISEASE - POE ICY LIMIT DISEASE- EACH EMPWYEE S Statutory S 1,000,000 S 1,000,000 1,000,000 D PROFESSIONAL LIABILITY PLN 113978408 6/1/05 6/1/06 Per Claim: 51,000,000 Aggregate; 51,000,000 DESCRIPTION OF OPERATIONS/I OCAT10NS/VE.HICLES/SPECIAL ITEMS/EXCEPTIONS The City o: Round Rock is named its additiopal insured with respect to til! policies except 'Workers' Compensation and Employers' Liability' and Professional Liability'. Should any of the above described policies be rnneelled or changed before the expiration date therrof, the issuing company wall mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOIDLR City Manager City of Rowd Rock 221 E. Main Street Round Rock, Texas 78664 CC • 1-et{�i , -Pik! 00650 — 7/2003 Page 1 Typed Name: Grover Simpson President Inter Certificate of Liability Insurance TOTAL P.04 06/07/2005 TUE 07:39 LTX/R1 NO 67581 a 004 31/1UPlii9 4 DATE: November 21, 2005 SUBJECT: City Council Meeting - December 1, 2005 ITEM: 9.F.3. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with HDR Engineering, Inc. for the design of the East Water Transmission Line, Phase 3B-2 Improvements. Department: Water and Wastewater Utility Staff Person: Tom Clark, Director of Utilities Justification: This agreement is for the design of a 36" water line that will provide water to the southeast area of the city to correct low water pressure problems in the area caused by growth. Funding: Cost: $299,338.00 Source of funds: Capital Project Funds (Self -Financed Utility) Outside Resources: HDR Engineering, Inc. Background Information: The East Water Transmission Line, Phase 3B-2 Improvements will construct approximately 5,400 feet of 36" Water Line along County Road 122 from Kiphen Road to Highway 79. This water line is needed to meet current and future water demands in the east and southeast areas of the City and is a part of the Water Distribution Master Plan dated August 2004. Total estimated cost of the project is $3,142,478.00. The City received Request for Proposals from 13 engineering firms and a committee is recommending Carter & Burgess after a thorough review of the proposals. Public Comment: N/A ROUND ROCK, TEXAS PURPOSE. PASSIOSL PROSPERITY. CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: HDR ENGINEERING, INC. ADDRESS: 4401 West Gate Blvd., Suite 400, Austin, TX 78745 PROJECT: EAST WATER TRANSMISSION LINE - PHASE 3B-2 ("Engineer") THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the / 6"day of rzcariere, , 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: hdr-eastwater3b2;WL12ETWLB2; 92483 AR -Ds- aa-oi ()Fs Rev. 04/06/05 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 Two Hundred Ninety-nine Thousand Three Hundred Thirty-eight & No/100 Dollars ($ 299,338.00 ) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct. and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: 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(around-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: Darren C. Strozewski, P.E. Project Manager 4401 West Gate Blvd., Suite 400 Austin, IX 18145 Telephone Number (512) 912-5170 Fax Number (512) 912-5158 Email Address dstrozew@hdrinc.com cm ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 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. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 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. 7 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 reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per occurrence from a company authorized to do insurance business in Texas and 10 otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be 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: Darren C. Strozewski, P.E. Project Manager HDR Engineering, Inc. 4401 West Gate Blvd., Suite 400 Austin, TX 78745 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 RO . D ' 0 TX N ► well, may . By: ATTEST: By: Christine Martinez, City Secretary HDR E By: G, INC. Signature of Princ>>ip Printed Name: .,/kstef 4ee.) 11144", Pe 14 AP ^ R! VED AS T FORM: Steph. 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 will provide to the Engineer under this agreement the following items/information/assistance: 1. Provide assistance with coordination with TxDOT. 2. Provide assistance with coordination with Williamson County. 3. Provide assistance with coordination with Private Property Owners. 4. Provide assistance with coordination of Easement Acquisitions as required. 5. Provide a list of utility providers with contact names and phone numbers for the project area. 6. Provide as -built or construction drawings of existing utilities with pipe material and pressure classification; and locate existing utilities as requested by Engineer. 7. Assist Engineer in visiting pipeline route, cased bore crossings, tie-in locations as needed to finalize the Project route. 8. Provide timely review of construction plans, technical specifications, and contract documents. EXHIBIT B Engineering Services DESIGN PHASE 1. Establish the scope, and advise the City, of any additional soil and foundation investigations or any special testing which, in the opinion of the Engineer, may be required for the proper execution of the Project. The Construction Plans developed under this contract will be tied to the City of Round Rock's Horizontal and Vertical Control Network. 2. Establish the scope, probable cost of construction and advise the City, of any additional field surveys to collect information, which in the opinion of the Engineer, may be required for the proper execution of the Project. Construction staking of the pipe centerline will be the sole responsibility of the Construction Contractor to pay for and execute the required surveying services. A scope of work, fees, and performance schedule has been developed and Inland Survey, Inc. will complete the work under a subconsultant agreement with the Engineer. 3. Coordinate with Williamson County on the placement of the proposed 36 -inch water line to be constructed within the existing CR122 right-of-way. Survey and prepare field notes and sketch for an executive City of Round Rock 30 -foot Water Line Easement within the existing CR122 right-of-way. 4. Include provisions in the fitting layout and design to accommodate ease of future water line connections and/or pressure reducing valve installations. 5. Furnish to the City, where required by the circumstances of the assignment, the engineering and/or survey data necessary for applications for routine permits and/or acquisitions of easements including Private Property, TxDOT, Williamson County, state, and federal authorities. The Engineer shall also assist the City in obtaining approval of the aforementioned routine permit applications from TxDOT, Union Pacific Railroad, local, state, and federal authorities. 6. Prepare specifications and contract drawings, for construction authorized by the City and submit to the applicable local and state agencies for approval. 7. The specifications will be prepared in conformance with the sixteen -division format of the Construction Specification Institute and will be based upon Engineer's master specifications. The General Conditions and other Contract Documents will be the City's standard documents with the revisions previously suggested by the Engineer and approved by the City. 8. Prepare for review and approval by City, its legal counsel and other advisors, contract agreement forms, general and supplementary conditions of the construction contract, proposal form, invitation to bid and instructions to bidders. 9. Evaluations of the City's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by Engineer, represent Engineer's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither Engineer nor the City has control over the cost of labor, materials or equipment; over the Contractor's methods of determining bid prices; or over competitive bidding, market or negotiating conditions. Accordingly, Engineer cannot and does not warrant or represent that bids or negotiated prices will not vary from the City's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by Engineer. 10. Furnish the City all necessary copies of review sets and final approved plans, specifications, notices to bidders, and proposals. Furnish two sets of half sized prints and two sets of full sized prints of signed and approved drawings, electronic files (AutoCAD 2000i on CD ROM) to the City. 11. Provide information on utilities to be relocated in connection with the project. The City will provide excavation to determine location and depth of underground water and sewer lines. Utilities to be relocated by others shall be noted on the plans. City -owned utilities to be relocated shall also be noted on the plans. Where feasible, relocation of City -owned utilities shall be included in the construction contract. BIDDING PHASE 1. Assist City in advertising for and obtaining proposals or negotiating proposals for the prime contract for construction materials, equipment and services to be performed by a contractor for the project (hereinafter called "Work"); and, where applicable, maintain a record of prospective bidders to whom Contract Documents have been issued, attend pre-bid conference and receive and process deposits for Contract Documents. 2. Issue addenda as appropriate to interpret, clarify or expand the Contract Documents. 3. Consult with City to determine the acceptability of substitute materials and equipment proposed by potential contractor(s) when substitution prior to the award of contracts is allowed by the Contract Documents. 4. Attend and conduct the bid opening and prepare bid tabulation sheets. Evaluate bids or proposals; prepare bid tabulation sheets and letter recommending award of contract to the lowest and most qualified bidder and in assembling and awarding contracts for construction materials, equipment and services. CONSTRUCTION PHASE 1. Consult with and advise City as set forth herein and as provided in the General Conditions and Supplementary General Conditions of the Contract for Construction included in the Contract Documents for the project. The extent and limitations of the duties and responsibilities of Engineer as assigned in said Contract Documents shall not be modified, except as Engineer may otherwise agree in writing. City shall issue all instructions to the contractor performing the Work (hereinafter called "Contractor") except as otherwise provided in writing. 2. Make periodic visits to the site to observe the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the Contract Documents. In performing this service, the Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work or material; he will not be responsible for the techniques and sequences of construction or the safety precautions incident thereto, and he will not be responsible or liable in any degree for the contractors' failure to perform the construction work in accordance with the Contract Documents. During visits to the construction site, and on the basis of the Engineer's on-site observations as an experienced and qualified design professional, he will keep the City informed of the extent of the progress of the work, and advise the City of material and substantial defects and deficiencies in the work of contractors which are discovered by the Engineer or otherwise brought to the Engineer's attention in the course of construction, and may, on behalf of the City, exercise whatever rights the City may have to disapprove work and materials as failing to conform to the Contract Documents. 3. Attend and conduct the monthly progress/coordination meeting with the city, contractor and others including review of the project schedule. 4. Make recommendations to City concerning the disapproval or rejection of Contractors' Work while it is in progress if Engineer believes that such Work will not produce a completed project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the project as reflected in the Contract Documents. Engineer shall have access to the Work at all times wherever it is in preparation or progress. 5. Consult and advise with the City; issue all instructions to the contractor requested by the City; and prepare routine change orders as required. 6. Evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor. 7. Make recommendations to City regarding the advisability of requiring special inspections or testing of the Work and have City, for the purposes of this paragraph, receive and review all certificates of inspections, testing and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents to determine generally that their content complies with the requirements of, and the results certified indicate compliance with, the Contract Documents. 8. Act as initial interpreter of the requirements of the Contract Documents, judge the acceptability of the Work and make decisions on all claims of City 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. Engineer shall not be liable for the results of any such interpretations or decisions rendered in good faith. 9. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of materials and equipment and other data which the contractor is required to submit, only for conformance with the design concept of the Project and compliance with the information given by the Contract Documents; and assemble written guarantees which are required by the Contract Documents. 10. Determine the amount owing to Contractor based on Engineer's observations at the site and the data comprising the Application for Payment, and recommend in writing payments to Contractor in such amounts. Such recommendations of payment will constitute a representation to City that the Work has progressed to the point indicated and that, to the best of Engineer's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections of others, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by Engineer. The issuance of a recommendation will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a recommendation for payment will not be a representation that the Engineer has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the City to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Price. 11. Receive and review maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection and tests and approvals of equipment, which are to be provided by Contractor in accordance with the Contract Documents. Determine that their content complies with the requirements of the Contract Documents and transmit them to City with written comments. 12. Conduct, in company with the City, a preliminary and a final inspection of the Project for assessing conformance with the design concept and compliance with the Contract Documents, determining the substantial completion date for the Project, and recommending final payment to the contractor in writing. 13. Revise contract drawings, with the assistance of the City's representative, to provide record drawings of the completed Project. Furnish one set of reproducible drawings, electronic files (AutoCAD 2000i on CD ROM), and two sets of prints of the record drawings to the City. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60 -day acceptance period will be corrected by the party delivering the electronic files. Engineer shall not be responsible to maintain documents stored in electronic media format after acceptance by the City. When transferring documents in electronic media format, Engineer makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by Engineer at the beginning of this Project. The City may make and retain copies of Documents for information and reference in connection with use on the Project by the City. Such Documents are not intended or represented to be suitable for reuse by the City or others on extensions of the Project or on any other project. Any such reuse or modification without written verification or adaptation by Engineer, as appropriate for the specific purpose intended, will be at the City's sole risk and without liability or legal exposure to Engineer or to Engineer's subconsultants. The City shall indemnify and hold harmless Engineer and Engineer's subconsultants from all claims, damages, losses, and expenses, including attorneys' fees arising out of or resulting there from. If there is a discrepancy between the electronic files and the hard copies, the hard copies will govern. 14. Compile, review, and comment on operation and maintenance manuals, which will be provided by Contractor in accordance with the Contract Documents. 15. Assist City staff during start-up of the project. The Engineer shall provide technical support and professional advice regarding any unforeseen problems with the operation and maintenance of the Project for a period of 1 year to the City. EXHIBIT C Work Schedule SEE ATTACHMENT 1— o ƒ 0 a Preliminar Meeting 90 % Review EXHIBIT D Fee Schedule SEE ATTACHMENT City of Round Rock East Water Transmission Line, Phase 3B-2 DESIGN DOCUMENTS PREPARATION Sheet Sheet/Task Description SERIES 000 - General # OG01 Cover # OG02 Sheet Index and Location Map # OG03 Symbols and Abbreviations # OG04 General Construction, Williamson County and TxDOT Notes SERIES 100 - Pipeline # 1X-01 Pavement and # 1X-02 Pavement and # 1X-03 Pavement and # 1C01 Plan & Profile - # 1CO2 Plan & Profile - # 1CO3 Plan & Profile - # 1C04 Plan & Profile - # 1C05 Plan & Profile - # 1C06 Plan & Profile - # 1C07 Plan & Profile - # 1C08 Plan & Profile - # 1C09 Plan & Profile - # 1C10 Plan & Profile - SERIES 200 # 2C01 # 2CO2 # 2CO3 # 2C04 # 2C05 # 2C06 # 2C07 # 2C08 # 2C09 # 2C10 # 2C11 Sidewalk Demolition - Red Bud Lane (1"=20') Sidewalk Demolition - Red Bud Lane (1"=20') Sidewalk Demolition - Red Bud Lane (1"=20') Red Bud Lane WL and Pavement Repair (1"=20') Red Bud Lane WL and Pavement Repair (1"=20') Red Bud Lane WL and Pavement Repair (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') Red Bud Lane WL (1"=20') - Details General Civil Details Erosion Control and Tree Protection Notes Buried Piping Embedment and Joint Details Pipe Crossing Details Thrust Blocking and Horizontal Joint Restraint Buried Valve Details Water Line Markers and Test Station Details Tree Protection and Environmental Control Devices Asphalt Pavement and Sidewalk Details Traffic Control Plan Traffic Control Plan PROJECT MANUAL Division 0 - Bidding Requirements & Conditions Division 1 - General Requirements Division 2 - Site Work Division 3 - Concrete Division 15 - Mechanical MISCELLANEOUS TASKS Coordination with Phase 3B-1 connection point Preliminary and Final Route Alignment Meetings with City (3 total) Easement Definition, Temporary Const. Esmt's, Esmt Acquisition Exhibits Meetings: 24 Weeks Est. Project Duration 4 Week Interval between Client Meetings 4 Hours per Client Meeting: Total Meeting Hours: Project Administration LABOR TOTALS Budget Hours Project Project Senior Project Admin. Principal Manager Engineer Engineer Technician Assistant 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 4 4 4 4 12 4 2 8 8 8 8 8 8 8 8 8 8 8 8 8 2 2 2 2 2 2 2 2 4 4 4 16 8 8 8 8 16 24 24 2 4 8 8 2 2 2 2 8 12 8 12 8 12 16 12 16 12 16 12 16 12 16 12 16 12 16 12 16 12 16 12 16 12 4 4 4 4 8 2 8 2 32 4 16 2 24 2 16 2 24 4 8 8 8 8 8 8 16 8 16 12 24 24 32 12 12 12 8 16 20 Task Fee $600 $1,600 $400 $700 $3,700 $3,700 $3,700 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $4,500 $1,400 $1,400 $1,600 $1,600 $4,100 $2,300 $3,100 $2,300 $3,600 $2,400 $2,400 $3,900 $2,800 $3,900 $2,900 $4,600 $2,700 $5,000 $3,800 $8,500 $4,200 TOTAL HOURS TOTAL DIRECT LABOR FEE Hourly Rates 28 96 302 430 214 80 $64.50 $47.50 $40.00 $30.00 $30.00 $18.00 $127,900 REIMBURSABLE DIRECT COSTS Postage & Delivery Travel Expenses Miscellaneous Printing & Photocopying (Check Prints 11x17) Telephone Technology Charge: 8 Months 8 Months 8 Months 8 Months 1150 hours © $4.10/hour $50.00 per month lump sum mileage $50.00 per month $0.10 per copy $100.00 per month 500 copies/mn $400 $1,250 $400 $400 $800 $4,715 TOTAL REIMBURSABLE DIRECT COSTS SUBCONSULTANTS Fugro (Geotechnical) Inland (Surveying) Inland (Permanent Easement Documents - 5 parcels assumed) Inland (Temporary Construction Easement Documents - 5 parcels assumed) $7,965 $7,150 $17,400 $17,350 $8,200 Task Description BIDDING Administration 8 Weeks Est. Bid Duration 5 Phone Calls/Week Hours per Phone Call Phone Call Allowance Pre -Bid Meeting Addenda (Estimated 3 total) Correspondence Recommendation for Award City of Round Rock East Water Transmission Line, Phase 3B-2 BIDDING AND CONSTRUCTION PHASE SERVICES Budget Hours Project Project Principal Manager Senior Project Admin. Engineer Engineer Technician Assist. 0.25 0.25 0.5 10 10 20 8 8 12 4 8 16 2 8 16 16 8 8 4 Task Fee $4,800 $3,900 $5,300 $3,200 LABOR TOTALS Bidding Expenses Postage & Delivery Travel Expenses Miscellaneous Printing & Photocopying Printing of Bid Sets Telephone Technology Charge: 0 24 34 64 2 Months $50.00 per month lump sum mileage 2 Months $50.00 per month 2 Months $0.10 per copy 50 Sets $100.00 per set 2 Months $100.00 per month 157 hours © $4.10/hour 16 20 500 copies/mn $100 $250 $100 $100 $5,000 $200 $644 CONSTRUCTION Meetings/Site Visit: 36 Weeks Est. Project Duration 0.25 Site Visits per Week Hours per Visit Visit Time Allowance Pre -Construction Meeting Correspondence 2 Hours per Week Project Correspondence Administrative (monthly reports, files, biting, subcontract admin) 8 Construction Administration Pay Applications 2 Hours per Contractor Payment Requests Submittal Review Hours per Shop Drawing Review 24 Shop Drawing Submittals Hours per O&M Manaul Review 6 O&M Manuals Hours per Misc. Or Resubmittal 6 Misc and Resubmittal Review (20%) Requests for Information and Field Orders Hours per Response 10 Responses Inspection - Preliminary & Final Start-up Observation and Advice Record Drawings - approx 28 sheets Close-out Document Review LABOR TOTALS 1 9 4 4 5 36 45 4 8 72 8 40 40 18 1 4 24 96 2 4 12 24 1 2 6 12 0.5 1 1 10 20 8 24 4 16 8 8 8 16 72 36 30 0.5 12 0.5 3 0.5 3 16 16 $10,500 $1,900 $9,200 $13,800 $2,400 $13,300 $4,100 $2,100 $3,300 $4,400 $3,700 $8,100 $4,800 TOTAL HOURS 8 65 240 397 88 136 REIMBURSABLE DIRECT COSTS Postage & Delivery Travel Expenses Miscellaneous Printing & Photocopying Printing of Record Sets Telephone Technology Charge: 9 Months $50.00 per month lump sum mileage 9 Months $50.00 per month 9 Months $0.10 per copy 10 Sets $100.00 per set 9 Months $100.00 per month 934 hours © $4.10/hour 500 copies/mn $450 $1,100 $450 $450 $1,000 $900 $3,829 EXHIBIT E Certificates of Insurance SEE ATTACHMENT REC0JUNO6 200 CERTIFICATE OF LIABILITY INSURANCE PRODUCER Lockton Companies 444 VT 47th Street, Suite 900 Kansas City. MO 64112 INSURED HDR Engineering, Inc. 8404 Indian Hills Drive, Omaha, NE 68114-4049 THIS 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 beiow. A B D Date: 6/1105 COMPANIES AFFORDING COVERAGE Zurich American Ins Co, - OP, KS American Guarantee & Liab (Zurich) Sentry Ins, Co. Continental Cas (VO Schinnerer) CO TYPE 01? POLICY LTR INSIMANCE NUMBER TIVE EXPIR&T1O DATE DATE 'SITS GYRAL LIABILITY GI -03504583 6/1105 6/1/06 GENERALAGOREGATE PRODUCTS-COMP/OP AGO. PERSONAL & ADV. BETURY EACH OCcLIRRENCE FIRE DAMAGE (Any one Ore) s• 2,000,000 s 2,000,000 5 1,000,000 S 1,000,000 S 1,000,000 hiltD. EY:MR.5E (Any one person) S 5,000 0 AUTOMOBILE LIABILITY TAp3504586 6/1/05 6/1/06 COMBINED SINGLE LIMIT BODILY IWLJRY (Per person) BoDBX INJURY (Per accident) PROPERTY DAMAGE S 2,000,000 5 'B EXCESS LIABlirry (excluded professional liability) AUC3808400 6/1/05 6/1/06 EACH OCCURRENCE AGGIREGATE WORKERS' COMPENSATION 90-14910-01 AND EMPLOYERS' 6(1/05 6/1/06 STKITJTORY LThars EACH ACCIDENT DISEASE - POL /CY LEM rr DISEASE- EACH EMPLOYEE $ 1,000,000 1,000,000 S Statutory S 1,000,000 S 1,000,000 1,000,000 D PROFESSIONAL uinu.rrt PLN113978408 6/1/05 6/1/06 Per Claim: 51,000,000 Aggregate: 51,000,000 )51ScRipTIoN OP OPERATIONS/LOCATIONS/VEHICLES/SPECIAL TIMM/EXCEPTIONS The City of Round Rik snaratct Its acklituia1 insured with respect to all policies except 'Work mpensadon and Employers' 'ability' and 'Professional Liability'. should any of the above described palicies be cancelled or changed before the expiration data thereef, the issuing Company win 1114 thirty (30) days written notice to the certificate holder named below, CERTIFICATE HOLDER: City Manager City of Round Rock 221E. Main Street Round Rack, Texas 78664 Legal , 00650 — 7/2003 Page 1 Typed Name: Grover Simpson President Title: Certificate of Liability Insurance TOTAL P.04 06/07/2005 TUE 07:39 [TX/RX NO 67581 a 004