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Contract - AECOM Technical Services, Inc. - 7/28/2016ROUND ROCK, TEXAS PURPOSE P'1SStOR POMPERM CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: AECOM TECHNICAL SERVICES, INC. ("Engineer") ADDRESS: 9400 Amberglen Boulevard, Austin, TX 78729 PROJECT: CORR Design and Construction Standards (DACS) THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the 2Pday of , 2016 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS,,City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev. 04/13 0199.1624;00360590 00192831 R-Zo( � - ?�o5-+ 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which 17 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 Four Hundred Ninety -Three Thousand One Hundred Three and No/100 Dollars ($493,103.00)'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 (3 0) 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: Leah Collier Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number (512) 341-3318 Fax Number (512) 218-5536 Email Address lcollier@roundrocktexas.gov 0 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: Philip A. Fulton Project Manager 9400 Amberglen Boulevard Austin, TX 78729 Telephone Number (512) 479-1625 Fax Number (512) 454-8807 Email Address philip.fulton@aecom.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for 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. 0 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged• by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any pennission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the. premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor; then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract 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 9 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, 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. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or, negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer , covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 11 otherwise acceptable to City. Engineer shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this .Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Engineer shall notify City thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, and such notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Philip A. Fulton Project Manager 9400 Amberglen Boulevard Austin, TX 78729 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. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or, over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY 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 OUND ROCK, TEXAS APP VED AS T FORM: By: 1 Alan McGraw, Mayor Step n L. Sheets, City Attorney ATTEST: , By: QNAZ. Sara L. White, City Clerk AECOM TECHNICAL SERVICES, INC. By: Signature of Principal Printed Name: 15 LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 16 EXHIBIT A City Services The City of Round Rock shall provide the following information and other assistance to the Engineer (AECOM) that the City deems appropriate and necessary: 1. Designate a Project Manager to act as the primary point of contact for AECOM. 2. 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. 3. Provide electronic CADD files in AutoCad format for existing Standard Construction Details to be modified by AECOM under this contract. 4. 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. This shall include any available electronic files for existing specifications and criteria manuals. EXHIBIT B Engineering Services Scope of Work The City of Round Rock's current details and specifications are outdated. The documents were developed between 2001 and 2013. AECOM will update the City of Round Rock Standards, Details, and Specifications. AECOM will assign a task leader for each of the specific series of the specification. The task leaders will work in collaboration with the City's designee to update the detail or specification. The following areas will be updated: Task 1: DACS General Guidelines 19 pages Estimated work effort................................................................................. 40 hours Task 2: Standard Specifications Series 100 Earthwork....................................................................................:36 pages Series 200 Sub -grade and Base Construction ............................................... 77 pages Series 300 Street. Surface............................................................................ 153 pages Series 400 Concrete Structures and Miscellaneous Concrete .....................179 pages Series 500 Underground Piped Utilities ..................(by Round Rock — Schedule TBD) Series 600 Environmental Enhancement................(by Round Rock — Schedule TBD) Series 700 Incidental Construction................................................................. 89 pages Series 800 Urban Transportation.................................................................190 pages Series 1800 Private Development ............................ (by Round Rock - Schedule TBD) Total.......................................................................................................... 724 pages These sections have a total of 724 pages. Portions of the specifications will be revamped to replicate the TxDOT "Standard Specifications for Construction and Maintenance of Highways, Streets, and Bridges" (TxDOT Specifications). It is anticipated that Series 100, 200 300, and 400 will be reduced or eliminated, and the user will be referred to appropriate TxDOT Specifications. For these 4 sections, AECOM will complete a thorough review of each section and provide the City a recommendation of which pertinent section of Series 100, 200, 300, and 400 should remain. Series 700 and 800 are unique to the City of Round Rock, and all sections will be updated (279 pages total). All drawings, graphs, charts, tables, and sketches will be redrawn and translated to a CADD file. Estimated Work Effort 279 pages (Series 700 and 800) @ 2/hr per page ..............................560 hr Task 3: Transportation Specifications (Transportation Criteria Manual) AECOM will complete a thorough review of each section and provide the City updated specifications. All drawings, graphs, charts, tables, and sketches will be redrawn and translated to a CADD file. Additional updates are anticipated in the following Sections: • Section 2- approach will be compared to Trip Generation publications and investigate the need for changes; • Section 4- approach will compared to latest published ADA standards and investigate the need for any changes; and, • Sections 6, 7, and 8 will be compared against TxDOT details and specifications and investigate the need for any changes. CoRR DACS Update Page 1 of 3 July 2016 Rev: 3 Section 1 Street Design Criteria.................................................................... Section 2 Traffic Impact Analysis(TIA)....:.................................................... Section 3 Pavement Design.......................................................................... Section 4 Sidewalks and Curb Ramps.......................................................... Section 5 Driveway Definitions...................................................................... Section 6 Clear Zones and Guard Fences .................................................... Section7 Bikeways....................................................................................... Section 8 Traffic Control................................................................................ Section 9 Parking Lot Layouts...................................................................... Section 10 Structures in the Right of Way and in Easements ...................... Bibliography................................................................................................... Glossary........................................................................................................ Total......................................................................................................... 68 pages 15 pages 34 pages 11 pages 14 pages 15 pages 16 pages ,. 39 pages :29 pages 11 pages 3 pages 4 pages 259 pages Estimated work effort 259 pages @ 3 hours per page .......................................................780 hr Research and incorporate latest publications- Sections 2, 4, 6, 7, and 8 ...........................420 hr Total.....................................................................................................................1200 hr Drainage Specifications AECOM will not review or update this section. All updates will be completed by the City at a later date. EstimatedWork effort................................................................................................................0 hr Utility Specifications AECOM will not review or update this section. All Updates Will be complete by the City at a later date. EstimatedWork effort: ................................................................................................................0 hr Task 4: Standard Details The City of Round Rock currently has 98 Standard Construction Details, including 14 Street Details and 8 Dry Utility Details. These details are available on CADD files. The City will provide AECOM with a CD of the CADD files. AECOM will update the CADD files per review comments and provide the City with a CD of the Final details. AECOM anticipates the City has an additional 20 new details that need to be created. Estimated Work Effort: Revise 22 existing details @ 6 hr per each ...........................132 hrs Create 20 new details @ 28 hr each ..................................... 560 hrs Street Details Latest Revision Date ST -01 Sidewalk Detail..............................................................................................................(07/11/06) ST -02- Concrete Driveway Detail, residential...........................................................................(11/06/01) ST -03 Concrete Driveway Detail, commercial or multi -family .................................................(11/06/01) ST -04 Laydown and Ribbon Curb Detail, with curb expansion joint dowel detail......................................................................................................................... (08/21/03) ST -05 Spill and Catch Curb Detail, with curb expansion joint dowel detail .............................(08/21/03) ST -06 Concrete Valley Gutter Detail........................................................................................(08/21/03) ST -07 Sidewalk Pedestrian Ramp Detail, type 1.....................................................................(08/21/03) ST -08 Sidewalk Pedestrian Ramp Detail, type 2.....................................................................(08/21/03) ST -09 Street End Marker Detail...............................................................................................(08/21/03) ST -10A Local Street Section.............:......................................................................................... (02/10/06) ST -11 A Collector Street Section................................................................................................ (02/10/06) ST -12A Arterial Street Section................................................................................................... (02/10/06) ST -13 Fire Lane Marking Detail............................................................................................... (02/10/06) ST -14 Concrete Driveway Detail, ribbon curb or rural section ................................................(07/11/06) CoRR DACS Update Page 2 of 3 July 2016 Rev: 3 Erosion Control Details These 17 details will be updated by the City in the future Dry Utility Details Latest Revision Date DU -01 Dry Utility Details General Notes............................................................ DU -02 Unpaved Area Trench (UAT) Detail........................................................ DU -03 Asphalt Paved Area Trench (APAT) Detail ............................................. DU -04 Proposed Pavement Area Trench (PPAT) Detail ................................... DU -05 Utility Crossing Installation (UC) Detail .................................................... DU -06 Standard Utility Assignments within Residential Development Detail .... DU -07 Random Lay Joint Trench Detail; electric, telephone, cable & gas ........ DU -08 Installation of Street Lighting on Major Urban Pavement with 12" x 12" Pull Box Detail................................................................................. Drainage Details These 7 Details will be updated by the City in the future Water Details These 26 details will be updated by the City in the future Waste Water Details These 18 details will be updated by the City in the future Task 5: Base Sheets ................ (02110106) ................ (02110106) ................ (02110106) ................ (02110106) ................ (07111106) ................ (02110106) ................ (02110106) ................ (02110106) AECOM provided the City a sample of Base sheets which the firm generated and maintains annual updates for the Illinois Tollway. The City reviewed the details and requested for AECOM to generate Base. sheets for their use which can be given to Developers or other consultant firms doing business with the . City. Attached is the index list of the base sheets available from the Illinois Tollway. It is assumed the Base sheets for the Overhead Sign Truss, Dynamic Message sign, Cabinet Wiring, and weather system are not required. The other 46 base drawings will be revised to reflect City requirements. Estimated Work Effort: 46 base sheets@ 8 hrs per sheet.....................................368 hrs Approach Prior to revising any details or specification the AECOM task leader will meet with the City designee and discuss the history of the document; this will be done to understand the need for the document. Information provided should also convey any ongoing problematic issues that have been experience with the particular detail or specification so improvements can be made. AECOM will submit a hand markup of the changes to be made to the City for approval prior to making any revisions. After the revisions have been incorporated, AECOM will submit prefinal updated details and specifications for an additional review and comment. A review meeting will be held with appropriate City officials prior issuing final documents Once all documents have been approved AECOM will provide the original Word documents and CADD files to the City for them to upload the material to their website. Quality Check The PM assigns the appropriately qualified member of the AECOM staff to review the various Round Rock Standard Specifications, Supplemental Specifications, and Special Provisions, after which any suggested modifications are resolved and the documents finalized. CoRR DACS Update Page 3 of 3 July 2016 Rev: 3 EXHIBIT C Work Schedule Task Begin End Notice To. Proceed (NTP) August 1, 2016 DACS General Guidelines August 1, 2016 August 26, 2016 Standard Specifications o Series 100, 200, 300, 400 August 1, 2016 August 26, 2016 o Series 700, 800 Submit DACS General Guidelines and Standard August 29, 2016 September 16, 2016 Specifications for CoRR Review Transportation Specifications (Criteria Manual) o Section 1-10, Bibliography, Glossary August 1, 2016 September 23, 2016 o Redraw figures Submit Transportation Specifications (Criteria Manual) September 26, 2016 October 14, 2016 for CoRR Review Standard Details & Base Sheets o Revise existing Standards August 29, 2016 October 14, 2016 o Prepare New Details CoRR Final Review of all deliverables October 17, 2016 November 11, 2016 AECOM to address final comments for all deliverables November 14, 2016 December 2, 2016 Final Submittal to CoRR for Approval December S, 2016 EXHIBIT D Fee Schedule Task Total Labor Hours Total Loaded Labor Cost Other Direct Costs Subconsultants TOTALS Task 1: DACS General Guidelines Update 40 $5,986.00 $0.00 $0.00 $5,986.00 Task 2: Standard Specifications Update 560 $83,810.00 $5,000.00 $0.00 $88,810.00 Task 3: Transportation Specifications (Transportation Criteria Manual) Update 1200 $179,592.00 $0.00 $0.00 $179,592.00 Task 4: Stnadard Details Update 692 $158,640.00 $5,000.00 $0.00 $163,640.00 Task 5: Develop Base Sheets 368 $55,075.00 $0.00 $0.00 $55,075.00 GRAND TOTAL: 2860 $483,103.00 $10,000.00 $0.00 $493,103.00 EXHIBIT E Certificates of Insurance Attached Behind This Page A. CORD® `� CERTIFICATE OF LIABILITY INSURANCE DATE( YYYY) o7,13/2016 ,2o1s 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 Marsh Risk & Insurance Services CA License #0437153 CONTACT NAME: PHOFAX AIC No): (A/CNE. Ext):(AIC, E-MAIL ADDRESS: 777 South Figueroa Street Los Angeles, CA 90017 Attn: LosAngeles.CertRequest@Marsh.Com INSURERS AFFORDING COVERAGE NAIC # INSURER A: NIA NIA 06510 -STND-GAUE-16-17 PL 07 2013 INSURED AECOM INSURER B: N/A N/A INSURER C : Illinois Union Insurance Co 27960 AECOM Technical Services, Inc. INSURER D: 9400 Amberglen Blvd. Austin, TX 78729 INSURER E: INSURER F': COVERAGES CERTIFICATE NUMBER: LOS -002008831-01 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRTYPE LTR OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DD/YYYY LIMITS James L. Vogel COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE F OCCUR DAMAGE TORENTED PREMISES PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY I PRO JECT LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE $ Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVEE.L. OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ C ARCHITECTS & ENG.. EON G21654693 04/01/2016 04/01/2017 Per Claim/Agg $1,000,000 PROFESSIONAL LIAB. "CLAIMS MADE" Defense Included DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Design and Construction Standards (DACS). Evidence of Insurance CERTIFICATE HOLDER CANCELLATION City of Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 221 East Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Round Rock, TX 78664-5299 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services James L. Vogel @ 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 l of l 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. 2016-82221 AECOM Technical Services, Inc. Austin, TX United States bawr—iledi. 07/11/2016 2Name of govemmenta 'entityor;state.agency that ls,a,pany to.t tie..contract or wh c t e" orni's being filed. City of Round Rock, Texas 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. Design & Construction Standard Updating City of Round Rock Design and Construction Standards (DACS), Including construction specifications, transportation ;criteria manual and standard construction details. _ 4 Nature of interest Name of Interested PartY Ci State Count lace of business City. � Country (P ) (check applicable) Controllinia Intermediary Keener, Timothy Morrisville, NC United States X _.. ..... Gan, David Los Angeles, CA United States X Hopson, Preston Los Angeles, CA United States X Barend, Samara New York, NY United States X Sweet, Frank Boston, MA United States X Penny, Jane Atlanta, GA United States X Mitchell, James Boston, MA United States X 5 Check only it there is NO Interested` Parry. L�J 6 A `" I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. $HAtdNO.N CltMPBELL Ndtary,ID 0 124312332 _ �Ay Cammiagiaa Exgfie� e'+nm Mafch 1;3, 2020: ------------ (t, attire of.a o. Qr d: agent of cont►aeting business entity AFFIX NOTARY STAMP ! SEAL ABOVE )j)� Sw rn to an'd;subscribed before me, b the said this the da of. ( ' y �- - t— y 2g, to certify which, witness my hand and seal of office. �Yi �%(t t �J �� �1j / 1G,� � Y �.,V ' L i"�.}'i.' ✓ t ; t i<`�. �` 1• L��'� l�txl t t; 't�:t;L��:�,�'� I.i t Signature of officer administerifig iatl Printed name of officer, adnti }istering lath Title of officer administering oath ( ZSrm$'prt5VIU4d py"Texas°EtillCs'{ ommispio.n www.einics.state.tx.us U4rston vim.1U11 CERTIFICATE OF INTERESTED PARTIES FORM 1295 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. 2016-82221 AECOM Technical Services, Inc. Austin, TX United States Date Filed: 07/11/2016 2 Name of governmental entity or state agency that is a parry to the contract for which the form is being filed. City of Round Rock, Texas Date Acknowledged: 07/13/2016 g 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. Design & Construction Standard Updating City of Round Rock Design and Construction Standards (DACS). Including construction specifications, transportation criteria manual and standard construction details. 4 Nature of interest Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary Keener, Timothy Morrisville, NC United States X Gan, David Los Angeles, CA United States X Hopson, Preston Los Angeles, CA United States X Barend, Samara New York, NY United States X Sweet, Frank Boston, MA United States X Penny, Jane Atlanta, GA United States X Mitchell, James Boston, MA United States X 5 Check only if there is NO Interested Parry. ❑ 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