Contract - Freese and Nichols Inc. - 7/14/2016IrROUUND ROCK, TEXAS
PASSIOM PROSPERITY.
CITY OF ROUND ROCK
CONTRACT FOR ENGINEERING SERVICES
FOR EROSION, STABILIZATION AND RESTORATION
WORK AUTHORIZATION
FIRM: FREESE AND NICHOLS, INC. ("Engineer"
ADDRESS: 10431 Morado Circle, Building 5, Suite 300, Austin, TX 79729
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered
into to be effective on ( t— , 2016 by and between the CITY OF
ROUND ROCK, a Texas home -rule m nicipal 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 patties hereto, it is agreed as follows:
Engineering Services Contract Rev. 12/11
0199.1623;00//359303 00305865
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 a Work Schedule to
be agreed upon between City and Engineer as part of the Work Authorization provided in Article
7 herein, "Work Authorization." Such Work Schedule shall contain a complete schedule so that
the Engineering Services included in the Work Authorization 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. This Agreement shall be from the date hereof and shall terminate at the close
of business on the 14th day of the month of July, 2018, or as otherwise terminated as provided in
Article 20 entitled "Termination." 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 the services 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.
FA
(3) Work Authorization. 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 all engineering services performed and to be performed under this Contract.
Engineer shall be paid on the basis of actual hours worked by employees performing
work associated with this Contract, in accordance with the Fee Schedule attached hereto as
Exhibit C. Payment of monies due for the Engineer's subconsultant's services, if any, shall be
based on the actual amount billed to the Engineer by the subconsultant.
The maximum amount payable under this Contract, without modification of this Contract
as provided herein, is the sum of One Hundred Fifty Thousand and No/100 Dollars
($150.000.00). Engineer shall prepare and submit to City monthly progress reports in sufficient
detail to support the progress of the work and to support invoices requesting monthly payment.
Any preferred format of City for such monthly progress reports shall be identified in Exhibit B
entitled "Engineering Services". Satisfactory progress of work shall be an absolute condition of
payment.
The maximum amount payable herein may be adjusted for additional work requested and
performed only if approved by written Supplemental Agreement.
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 a month, an invoice
showing Engineering Services performed. This submittal shall also include a progress
assessment report in a form acceptable to City.
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 Engineering Services 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 ten -ns 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
WORK AUTHORIZATION
The Engineer shall not proceed with any task listed on Exhibit B until the City has
issued a written Work Authorization regarding such task. The City shall not be responsible for
work performed or costs incurred by Engineer related to any task for which a Work
Authorization has not been issued.
ARTICLE 8
PROJECT TEAM
City's Designated Representative for purposes of this Contract is as follows:
Federico Sanchez
Project Manager
2008 Enterprise Drive
Round Rock, TX 78664
Telephone Number (512) 218-6609
Fax Number (512) 218-5536
Email Address fsanchez@roundrocktexas.gov
4.
City's Designated Representative shall be authorized to act on City's behalf with respect
to this Contract. City or City's Designated Representative shall render decisions in a timely
manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in
the orderly and sequential progress of Engineering Services.
Engineer's Designated Representative for purposes of this Contract is as follows:
Jay Scanlon, P.E.
Associate
10431 Morado Circle, Building 5, Suite 300
Austin, TX 79729
Telephone Number (512) 617-3115
Fax Number (5l 2) 617-3 101
Email Address JWS@Freese.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 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.
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.
1.1
ARTICLE 13
SUPPLEMENTAL CONTRACTS
The terms of this Contract may be modified by written Supplemental Contract if City
determines that there has been a significant change in (1) the scope, complexity or character of
the Engineering Services, or (2) the duration of the Engineering Services. Any such
Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until
the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be
identified as provided in Article 4.
It is understood and agreed by and between both parties that Engineer shall make no
claim for extra work done or materials furnished until the City authorizes full execution of the
written Supplemental Contract and authorization to proceed. City reserves the right to withhold
payment pending verification of satisfactory Engineering Services performed.
ARTICLE 14
USE OF DOCUMENTS
All documents, including but not limited to drawings, specifications and data or programs
stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer
and its subcontractors are related exclusively to the services described in this Contract and are
intended to be used with respect to this Contract. However, it is expressly understood and agreed
by and between the parties hereto that all of Engineer's designs under this Contract (including
but not limited to tracings, drawings, estimates, specifications, investigations, studies and other
documents, completed or partially completed), shall be the property of City to be thereafter used
in any lawful manner as City elects. Any such subsequent use made of documents by City shall
be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City
shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and
expenses, including but not limited to attorneys fees, resulting therefrom.
By execution of this Contract and in confirmation of the fee for services to be paid under
this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal
Copyright Act of 1976 (or any successor copyright statute), as amended, all common law
copyrights and all other intellectual property rights acknowledged by law in any designs and
work product developed under this Contract. Copies may be retained by Engineer. Engineer
shall be liable to City for any loss or damage to any such documents while they are in the
possession of or while being worked upon by Engineer or anyone connected with Engineer,
including agents, employees, Engineers or subcontractors. All documents so lost or damaged
shall be replaced or restored by Engineer without cost to City.
Upon execution of this Contract, Engineer grants to City permission to reproduce
Engineer's work and documents for purposes of constructing, using and maintaining
infrastructure or facilities for which said work and documents were prepared , provided that City
shall comply with its obligations, including prompt payment of all sums when due, under this
Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent
with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is
permitted to authorize other similarly credentialed design professionals to reproduce and, where
permitted by law, to make changes, corrections or additions to the work and documents for the
7.
purposes of completing, using and maintaining infrastructure or facilities for which said work
and documents were prepared.
City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission
granted herein to another party without the prior written agreement of Engineer. However, City
shall be permitted to authorize a contractor, subcontractors and material or equipment suppliers
to reproduce applicable portions of the Instruments of Service appropriate to and for use in their
execution of work for the City. Submission or distribution of Instruments of Service to meet
official regulatory requirements or for similar purposes is permitted. Any unauthorized use of
the Instruments of Service shall be at City's sole risk and without liability to Engineer and its
Engineers.
Prior to Engineer providing to City any Instruments of Service in electronic form or City
providing to Engineer any electronic data for incorporation into the Instruments of Service, City
and Engineer shall by separate written agreement set forth the specific conditions governing the
format of such Instruments of Service or electronic data, including any special limitations not
otherwise provided in this Contract. Any electronic files are provided by Engineer for the
convenience of City, and use of them is at City's sole risk. In the case of any defects in
electronic files or any discrepancies between them and any hardcopy of the same documents
prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed
by Engineer shall be relied upon.
Engineer shall have no liability for changes made to Engineer's Instruments of Service by
other engineers subsequent to the completion and delivery of the Instruments of Service to the
City. Any such change shall be sealed by the engineer making that change and shall be
appropriately marked to reflect what was changed or modified.
ARTICLE 15
PERSONNEL, EQUIPMENT AND MATERIAL
Engineer shall furnish and maintain, at its own expense, quarters for the performance of
all Engineering Services, and adequate and sufficient personnel and equipment to perform the
Engineering Services as required. All employees of Engineer shall have such knowledge and
experience as will enable them to perform the duties assigned to them. Any employee of
Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to
the Engineering Services shall immediately be removed from association with this Contract
when so instructed by City. Engineer certifies that it presently has adequate qualified personnel
in its employment for performance of the Engineering Services required under this Contract, or
will obtain such personnel from sources other than City. Engineer may not change the Project
Manager without prior written consent of City.
ARTICLE 16
SUBCONTRACTING
Engineer shall not assign, subcontract or transfer any portion of the Engineering Services
under this Contract without prior written approval from City. All subcontracts shall include the
provisions required in this Contract and shall be approved as to form, in writing, by City prior to
Engineering Services being performed under the subcontract. No subcontract shall relieve
Engineer of any responsibilities under this Contract.
8.
ARTICLE 17
EVALUATION OF ENGINEERING SERVICES
City, or any authorized representatives of it, shall have the right at all reasonable times to
review or otherwise evaluate the Engineering Services performed or being performed hereunder
and the premises on which it is being performed. If any review or evaluation is made on the
premises of Engineer or a subcontractor, then Engineer shall provide and require its
subcontractors to provide all reasonable facilities and assistance for the safety and convenience
of City or other representatives in the performance of their duties.
ARTICLE 18
SUBMISSION OF REPORTS
All applicable study reports shall be submitted in preliminary form for approval by City
before any final report is issued. City's comments on Engineer's preliminary reports shall be
addressed in any final report.
ARTICLE 19
VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT
Violation of contract terms or breach of contract by Engineer shall be grounds for
termination of this Contract, and any increased costs arising from Engineer's default, breach of
contract, or violation of contract terms shall be paid by Engineer.
ARTICLE 20
TERMINATION
This Contract may be terminated as set forth below.
(1) By mutual agreement and consent, in writing, of both parties.
(2) By City, by notice in writing to Engineer, as a consequence of failure by
Engineer to perform the Engineering Services set forth herein in a satisfactory
manner.
(3) By either party, upon the failure of the other party to fulfill its obligations as set
forth herein.
(4) By City, for reasons of its own and not subject to the mutual consent of
Engineer, upon not less than thirty (30) days' written notice to Engineer.
(5) By satisfactory completion of all Engineering Services and obligations described
herein.
Should City 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. Should City terminate this Contract under Subsection (4) immediately above, then the
a
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 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.
10.
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.
Engineer shall also save and hold City harmless from any and all expenses, including but
not limited to attorneys fees which may be incurred by City in litigation or otherwise defending
claims or liabilities which may be imposed on City as a result of such negligent activities by
Engineer, its agents, or employees.
ARTICLE 23
ENGINEER'S RESPONSIBILITIES
Engineer shall be responsible for the accuracy of his/her/its Engineering Services and
shall promptly make necessary revisions or corrections to its work product resulting from errors,
omissions, or negligent acts, and same shall be done without compensation. City shall determine
Engineer's responsibilities for all questions arising from design errors and/or omissions.
Engineer shall not be relieved of responsibility for subsequent correction of any such errors or
omissions in its work product, or for clarification of any ambiguities until after any construction
project or maintenance performed pursuant to the Engineering Services provided under this
Contract has been satisfactorily 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
11.
will be recommended or required for any construction project or maintenance performed
pursuant to the Engineering Services provided under this Contract.
ARTICLE 26
INSURANCE
(1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the
entire term while this Contract is in effect professional liability insurance coverage in the
minimum amount of One Million Dollars per claim from a company authorized to do insurance
business in Texas and 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 D herein entitled "Certificates of Insurance."
12.
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.
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 this Contract, 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:
13.
City:
City of Round Rock
Attention: City Manager
221 East Main Street
Round Rock, TX 78664
and to:
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
Engineer:
Jay Scanlon, P.E.
Associate
10431 Morado Circle, Building 5, Suite 300
Austin, TX 79729
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.
14.
Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under
this Contract or otherwise, in connection with the Engineering Services.
(5) Opinion of Probable Cost. Any opinions of probable project cost or probable
construction cost provided by Engineer are made on the basis of information available to
Engineer and on the basis of Engineer's experience and qualifications and represents its
judgment as an experienced and qualified professional engineer. However, since Engineer has
no control over the cost of labor, materials, equipment or services furnished by others, or over
the contractor(s') methods of determining prices, or over competitive bidding or market
conditions, Engineer does not guarantee that proposals, bids or actual project or constriction
cost will not vary from opinions of probable cost Engineer prepares.
(6) Opinions and Determinations. Where the terms of this Contract provide for action
to be based upon opinion, judgment, approval, review, or determination of either party hereto,
such terms are not intended to be and shall never be construed as permitting such opinion,
judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable.
ARTICLE 34
SIGNATORY WARRANTY
The undersigned signatory for Engineer hereby represents and warrants that the
signatory is an officer of the organization for which he/she has executed this Contract and that
he/she has full and complete authority to enter into this Contract on behalf of the firm. The
above -stated representations and warranties are made for the purpose of inducing City to enter
into this Contract.
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be
signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer,
signing by and through its duly authorized representative(s), thereby binding the parties hereto,
their successors, assigns and representatives for the faithful and full performance of the terms
and provisions hereof.
CITY OF ROUND ROCK, TEXAS APP VED AS T FORM:
By: `I
Alan McGraw, Mayor Step an L. Sheets, City Attorney
ATTEST:
By:
Sara L. White, City Clerk
FREESE AND NICHOLS, INC.
By: 4:�W
a
Signature of Principa.},_//
Printed Name: �/d x"7
15.
LIST OF EXHIBITS ATTACHED
(1) Exhibit A City Services
(2) Exhibit B Engineering Services
(3) Exhibit C Fee Schedule
(4) Exhibit D Certificates of Insurance
EXHIBIT A
City Services
The City will provide the following information and other assistance to the Engineer (Freese &
Nichols, Inc.) that the City deems appropriate and necessary:
1. Any readily available pertinent existing information relating to the services to be performed
by the Engineer; the City will provide one copy of such information in a format chosen by
the City.
2. Clear direction and/or response to questions or requests made by the Engineer in the course
of the Engineer's performance of services.
3. Timely review of deliverables that have been properly completed and submitted by the
Engineer; and timely provisions of comments, if any, to the Engineer resulting from said
reviews.
EXHIBIT B
Engineering Services
1. PROJECT PURPOSE
The purpose of the project is to evaluate and/or design stream stabilization projects, overseeing
construction, and monitoring repaired sites for creeks and channels with erosion issues that
include but not limited to threatening channel banks, public utilities, and/or private property.
2. GENERAL SCOPE OF WORK
The services shown below in the "Scope of Services" are representative of the types of services
contemplated on the Contract. It is not considered an exhaustive list of all engineering services that
are possible under the Contract nor does it guarantee that all of the services will be requested or
required.
Scope of Services:
Project Management
1. Project Management/Administration - This task includes routine communication with the
City; managing manpower, budgets, and schedules; invoicing; implementing and
monitoring of QA/QC efforts; and other general management activities associated with a
particular Work Authorization.
2. Project Meetings and Status Reports - FNI will attend meetings with the City to review
progress and upcoming work as needed and issue meeting minutes. FNI will also submit
status reports to the City at agreed upon intervals documenting progress, budget, and
schedule.
Preliminary Engineering (as authorized)
1. Data Acquisition - This task will include a site visit to obtain rough field measurements
and the collection of various data such as existing plans, models, LiDAR contour data,
and easement documents.
2. Preliminary Design - FNI will develop and review the design solution alternatives for
creeks and channels with erosion issues with the City. FNI will use the information found
during Data Acquisition in order to examine the feasibility of alternative designs and
materials and to present the City with recommendations.
3. Hydrologic and Hydraulic Analysis — If there is no existing hydrologic and hydraulic
modeling or analysis that encompasses the project area, FNI will develop the models or
perform the analysis to generate data necessary for the analysis and design of repairs
(flows, velocity, sheer stress). Hydrologic and Hydrologic analyses will be coordinated
with the CITY to determine the appropriate methodology and level of detail.
4. Preliminary Design Report/Technical Memorandum - The Preliminary Design will be
documented in a written report that will include:
a. Description of the problem
b. Method of analysis
c. Description of Existing Conditions
d. Description of Proposed Design Alternatives
e. Engineer's Estimate of Probable Construction Cost for each option
5. Deliverables - An electronic copy of the Preliminary Design Report will be submitted in a
format acceptable to the City.
Design Services (as authorized)
1. Data Acquisition - This task will include site visits and may include surveying and
geotechnical services.
2. Sediment/Erosion Analysis — FNI will complete a geomorphic assessment of the project
reach to detennine channel morphology including current and potential bank failures,
erosion, incision, areas of aggradation and degradation, riparian canopy, and debris jams.
Analysis will include an excess shear stress analysis, incipient motion analysis, scout
analysis, and estimate of the equilibrium slope of the channel. The data and analysis will
be summarized in a technical memorandum and will include recommendations for the
stabilization.
3. Plans Preparation - FNI will further refine the selected alternatives for stabilization and
riparian restoration based on feedback and comments provided by the City. If necessary,
updates to the hydraulic modeling will be incorporated into the plans as they progress
towards the 100% PS&E.
4. Technical Specifications - Technical Specifications will be based on the City's Standard
Specifications and be supplemented where necessary. This scope of services includes
preparation of a City Bid Form and Technical Specifications Amendments to be included
in a standard Project Manual, but does not include preparation of an entire Project
Manual.
5. Submittal Preparation - FNI will prepare electronic copies of the Plans Preparations for
the interim and 100% PS&E submittal. For the 100% submittal, this shall include a copy
of any hydrologic and hydraulic modeling along with any spreadsheets used in the
preparation of the technical analysis.
6. Engineer's Estimate of Probable Construction Costs - Upon completion of design an
Engineer's Estimate of Probable Construction Costs will be developed and included with
the final submittal package.
7. QA/QC of Contract Documents - FNI will conduct full Project Design Team technical
reviews prior to each submittal for both the Preliminary Design and Design Phase
services.
2
8. Final Design Report - FNI will incorporate the final plans design into the Preliminary
Design Report.
9. Deliverables - Deliverables will include I original plus 3 copies of the construction plans,
produced on 22" x 34" sheets, three sets of technical specification amendments, and the
Engineer's Estimate.
Construction Services (as authorized)
1. Bid Phase Services — Assist the City in advertising the project for award as requested.
Services may include distributing construction documents and maintaining plan holder
list, attending the pre-bid conference and bid -opening, answering contractor questions
and issue addenda if needed, and providing a bid -tabulation and recommendation for
award.
2. Construction Phase Services — Upon completion of bid phase services provide
construction phase services as requested. FNI can provide a range of services from
periodic site visits, to general construction representation, to full-time on-site resident
representation.
Post Construction Monitoring (as authorized)
1. Work with the City to establish monitoring plan for repaired sites to include type of
documentation, frequency of monitoring visits, and duration of the post construction
monitoring.
3. KEY PERSONNEL
A summary of the proposed key personnel including names and titles are presented in table B-1.
TABLE B-1
SUMMARY OF PROPOSED ENGINEERING TEAM PERSONNEL
NAME
TITLE
CLASSIFICATION
John Wolfhope, P.E.
Principal
Professional 6
Jay Scanlon, P.E.
Project Manger
Professional 5
Kim Patak, P.E.
Senior Engineer
Professional 4
Blaine Laechelin, P.E.
Engineer
Professional 3
Cris Weber, P.E.
Engineer
Professional 4
Stephanie Coffman,
P.G.
Fluvial Geomorphologist
Professional 2
David Coffman, P.G.
Fluvial Geomorphologist
Professional 2
Patrick Garnett
Permitting/Restoration Lead
Professional 4
Tanner Griffin
Construction Services
Const. Manager 3
3
EXHIBIT C
Fee Schedule
Attached Behind This Page
Hourly rates to be billed on a time and materials basis per Attachment.
*Rates may be amended once between Jan. 1, 2017 and Dec. 31, 2017, not to exceed a 3% increase.
COMPENSATION
Hourly rates to be billed on a time and materials basis per the following rates:
Schedule of Charges:
Position
Rate
Professional - 1
107
Professional - 2
130
Professional - 3
146
Professional - 4
169
Professional - 5
197
Professional - 6
225
Construction Manager - 1
85
Construction Manager - 2
111
Construction Manager - 3
131
Construction Manager - 4
164
CAD Technician/Designer - 1
91
CAD Technician/Designer - 2
117
CAD Technician/Designer - 3
145
Corporate Project Support - 1
87
Corporate Project Support - 2
105
Corporate Project Support - 3
139
Intern/ Coop
53
Rates for In -House Services
Technology Charge
Bulk Printing and Reproduction
$0.00 per hour
B&W
Color
Small Format (per copy)
$0.10
$0.25
Travel
Large Format (per sq. ft.)
Standard IRS Rates
Bond
$0.25
$0.75
Glossy / Mylar
$0.75
$1.25
Vinyl/Adhesive
$1.50
$2.00
Mounting (per sq. ft.) $2.00
Binding (per binding) $0.25
OTHER DIRECT EXPENSES:
Other direct expenses are reimbursed at actual cost times a multiplier of 1.0. They include outside printing and reproduction
expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous
expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by
independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD
services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services,
these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was
performing the same or similar services.
*Rates may be amended once between Jan. 1, 2017 and Dec. 31, 2017, not to exceed a 3% increase.
1022015
FNI
OWNER
Certificate of Insurance
Attached Behind This Page
ACORO® CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDD/YYYY)
6/7/2016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Ames & Gough
8300 Greenboro Dr.
Suite 980
CONTACT
NAME:
PHONE 703.827-2277 FAX 703-827-2279
A/C "°:
EMAIL admin@amesgough.com
INSURERS AFFORDING COVERAGE NAIC #
McLean VA 22102
INSURER A: Continental Casualty Company CNA 20443
42UUNN16224
INSURED FREEAND-02
INSURER B: Hartford Fire Insurance Company 19682
Freese and Nichols, Inc.
INSURER c: Hartford Casualty Insurance Company 29424
4055 International Plaza, Suite 200
Fort Worth TX 76109
INSURER D:Trumbull Insurance Company 27120
INSURER E :
INSURER F:
DAMAGE 1CLAIMS-MADE
RENTEenc.
rOVFROC;FS CFRTIFICOTF NIIMRFR. 2110054911
REVISION NLIMRFR-
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
7ypE OF INSURANCE
INSD
WVD
POLICY NUMBER
POLICY EFF
MM/DDIYYYY
POLICY EXP
MMIDD/YYYY
LIMITS
B
X COMMERCIAL GENERAL LIABILITY
42UUNN16224
10/23/2015
10/23/2016
EACH OCCURRENCE 51,000,000
DAMAGE 1CLAIMS-MADE
RENTEenc.
X❑ OCCUR
PREMSESOEaoccu S1,000,000
MED EXP (Any one person) S10,000
PERSONAL &ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $2,000,000
PRO -
POLICY a JECT FX] LOC
PRODUCTS - COMP/OP AGG 52,000,000
$
OTHER:
C
AUTOMOBILE LIABILITY
10/23/2015
10/23/2016
COMBINED I L $1,Ea accident 000,000
BODILY INJURY (Per person) S
ANY AUTO
ALL OWNED SCHEDULED AUTOSBODILY
INJURY (Per accident) S
NON -OWNED
IAMAGE
HIRED AUTOS AUTOS
PROPERTYS
accident
S
C
X
UMBRELLA LIAB
X
OCCUR
42RHUN15748
10/23/2015
10/23/2016
EACH OCCURRENCE $10,000,000
AGGREGATE 510,000,000
EXCESS LIAB
CLAIMS -MADE
DED I X I RETENTION S 10,000
S
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.
OFFICER/MEMBER EXCLUDED?
N / A
42WBCU2821
10/23/2015
10/23/2016
X PER OTH-
STATUTE ER
EACH ACCIDENT 51,000,000
(Mandatory in NH)
E.L. DISEASE - EA EMPLOYEE $1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT $1,000,000
A
Professional Liability
AEH 008214422
10/23/2015
10/23/2016
5,000,000 / per claim 10,000,000 aggr
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Erosion, Stabilization, and Restoration Projects
The City and its employees, officers, officials, agents, and volunteers are listed as additional insureds under the Blanket Additional Insured
Endorsement for General Liability and Auto with a Blanket Waiver of Subrogation on the General Liability, Auto and Workers Compensation.
City of Round Rock
221 E. Main Street
Round Rock TX 78664
L9G11CI.'3 R-WL11 I100ICJ
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
@ 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loll
Complete Nos. 1.4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2016-67116
Freese and Nichols, Inc.
Austin, TX United States
Date Filed:
06/07/2016
2 Name of govemmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or Identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
Creek Stabilization & Restorat
engineering services
4
Nature of interest
Name of Interested Party
City, State, Country (place of business
(check applicable)
Controlling
Intermediary
Herchert, Robert
Fort Worth, TX United States
X
Gooch, Tom
Fort Worth, TX United States
X
Pence, Bob
Fort Worth, TX United States
X
Lemons, Ron
Fort Worth, TX United States
X
Nichols, Mike
Austin, TX United States
X
Haster, Thomas
Fort Worth, TX United States
X
Payne, Jeff
Dallas, TX United States
X
New, John
San Antonio, TX United States
X
Halley, Tricia
Oklahoma City, OK United States
X
5 Check only If there Is NO Interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Y Poo' BONNIE LEWIS
Poo' BONNIE
Notary Public
STATE OF TEXAS
e aF E �v PAy Comm. Exp. Nov. 10, 2018
we Signature of authorized agent of cont ting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
J� �(�f
Sworn to and subscribed before by Y ! 64 r• �42 S uCZ W'f J
me, the sold _ / 6 , this the 11: day of 6!4 e
20t to certify which, witness my hand and seal of office.
�L- 7 -
IEO/T 19i PC, L� w S d.�tfi rl f�S3'i s 7`4�
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
rorms proviueu uy i exas Emits commission www.etnics.state.tx.us Version V1.0.1021
CERTIFICATE OF INTERESTED PARTIES
FORM 1.295
1 of 1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2016-67116
Freese and Nichols, Inc.
Austin, TX United States
Date Filed:
06/07/2016
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock
Date Acknowledged:
07/01/2016
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
Creek Stabilization & Restorat
engineering services
Nature of interest
4
Name of Interested Party
City, State, Country (place of business)
(check applicable)
Controlling
I Intermediary
Herchert, Robert
Fort Worth, TX United States
X
Gooch, Tom
Fort Worth, TX United States
X
Pence, Bob
Fort Worth, TX United States
X
Lemons, Ron
Fort Worth, TX United States
X
Nichols, Mike
Austin, TX United States
X
Haster, Thomas
Fort Worth, TX United States
X
Payne, Jeff
Dallas, TX United States
X
New, John
San Antonio, TX United States
X
Hatley, Tricia
Oklahoma City, OK United States
X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the
above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the
day of
20 , to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021