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Contract - Garza EMC, LLC - 8/11/2016
'ROUND ROCK, TEXAS PURPOSE. P.LSSION. PROSPERITY. CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: GARZA EMC, LLC ("Engineer") ADDRESS: 221 West Sixth Street, Suite 300, Austin, TX 78701 PROJECT: Settlers Crossing Lift Station Bypass THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the jLlk day of , 2016 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporate , 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 0199.166�2//5;; 000360771 00296523 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accorpy sh'41 within tlk 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 :,::�. Tn- • (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 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 D. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsultant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of Fifty -Seven Thousand Five Hundred Fifty -Five and No/100 Dollars, ($57,555.00). 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 per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Kit Perkins, PE Project Manager 2008 Enterprise Drive Round Rock, TX 78664 Telephone Number (512) 341-3145 H Mobile Number (512) 676-9047 Email Address cperkins@roundrocktexas.gov 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: William Causey Project Manager 221 West Sixth Street, Suite 300 Austin, TX 78701 Telephone Number (210) 823-5272 Fax Number (210) 526-0325 Email Address wcausey@garzaemc.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. IN 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 permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract 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 E 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 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: William Causey Project Manager 221 West Sixth Street, Suite 300 Austin, TX 78701 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 /UND ROCK, TEXAS 4Stepha D AS TO RM: By: / Alan McGraw, Mayor Sheets, City Attorney ATTEST: By: GW ,. aftud2 Sara L. VVbite, City Clerk GARZA EMC, L 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 z 16 EXHIBIT A City Services The City will furnish the following information to the Engineer and/or perform the following tasks: 1. Provide existing reports or data the City has on file concerning the project, if available. 2. Provide any available as -built plans for previous projects impacting the project. 3. Provide any available as -built plans for any water/wastewater lines that are near to, tie into or might affect the design of the project. 4. Provide any available utility, parcel and/or topographic mapping information of the project area. S. Assist the Engineer, as necessary, in obtaining any required data and information from the State, County, neighboring Cities and/or other franchise utility companies. 6. Give prompt written notice to the Engineer whenever the City observes or otherwise becomes aware of any development that affects the scope of the Engineer's services. 7. Meet on an as needed basis to answer questions, provide guidance and offer comment. 8. Pay all fees associated with approvals and/or permits from entities when such approvals and/or permits are necessary as determined by the City. 9. Assist with property owner coordination for Right -of Entry. 10. Secure easements (using documents prepared by Engineer) as required for construction of improvements described in Engineer's final design plans. 11. Obtain necessary permits, including TxDOT and Williamson County permits, as required for performing work and installing water lines in the state right-of-way. 12. Provide modeling information for hydraulic review through City staff and others. 13. Provide water and wastewater Subsurface Utility Excavation, as needed. 14. Provide available Geotechnical information for the project site. EXHIBIT B Engineering Services A. PURPOSE This is an exhibit attached to, made part of and incorporated by reference into the Agreement between Garza EMC, LLC. (CONSULTANT) and the City of Round Rock (CITY) providing for engineering services. The Services of CONSULTANT are described below. B. Project Definition and Background The Setters Crossing Lift Station Project will consist of demolition of the existing lift station and construction of a proposed 8 -inch gravity sewer main connecting to a proposed manhole on the west side of Red Bud Lane. Demolition of the existing lift station shall consist of the wet well, pumps, electrical and SCADA controls and influent gravity main and manhole. Existing force main shall be filled and abandoned. C. Scope of Work — Basic Services The CONSULTANT shall provide plans, specifications, bid phase services, and construction phase services for the project, presented in five (5) tasks as follows: 1. Project Management 2. Preliminary Design Phase (60%) 3. Final Design Phase (100%) 4. Bid Phase 5. Construction Phase CONSULTANT shall perform the services required for each phase of this Contract only upon receipt of written notice of acceptance by the CITY of the preceding phase of the Project. The CITY shall review and comment on materials submitted by the CONSULTANT. The CITY shall also authorize CONSULTANT to proceed with each phase of the work. Work to be performed by the CONSULTANT is expected to be completed within all applicable governing regulations, as of the beginning of the project, so as to allow the CITY to construct and operate the facility. Design Standards CONSULTANT shall comply with the applicable local, state and federal regulations, as is consistent with the professional standard of care and may seek and rely on the direction and input of public officials and others in doing so. CONSULTANT shall comply with the latest editions of the pertinent codes and regulations, as adopted by CITY, or as agreed to by CITY and CONSULTANT at the beginning of the project. All work for the associated areas, including signage, shall comply with the standards of the Occupational Safety and Health Administration (OSHA) and other related organizations. Page 1 of 11 Task 1 Project Management This task consists of project administration, coordination and supervision of the project team, coordination with other projects, and quality management so that project milestones and deliverables meet schedule and budget constraints. 1.1 Project Administration Project Control and Reporting (8 months) CONSULTANT shall submit invoices to the CITY monthly in the approved format. Each monthly invoice package shall include the invoice, project status/schedule report, schedule of values, and cash flow projections. Invoices shall not be processed if any of this information is missing. The Project Status Report shall include the following elements: • Summary of work completed to date • Upcoming project activities • Scope elements added/removed • Outstanding issues/concerns • Project schedule summary table • Project budget summary 1.2 Subconsultant Management CONSULTANTs Project Manager shall manage and coordinate the efforts of subconsultants participating in the project. This includes distribution and coordination of work among the subconsultants, review of monthly progress and billing, quality assurance and control of the work and submittals by the subconsultants, etc. The following are the subconsultants involved in the project: • STANTEC (Surveying) 1.3 Coordination with Other Projects Research and Coordination CONSULTANT shall contact Halff Engineering to provide notification of CITY proposed project, a description of the proposed scope and ensure timely coordination with other planned area projects. If and when necessary, CONSULTANT shall attend meeting(s) for coordination with these or other ongoing CITY projects. Anticipated other projects are: • Madsen Ranch Subdivision (Phase II) 1.4 Quality Assurance and Control Reviews CONSULTANT shall manage the quality of all deliverables, which includes following an established QA/QC program with a Technical Review Committee (TRC) comprised of Senior -level technical staff from Page 2 of 11 Garza EMC. The program shall include TRC reviews at each milestone along with discipline coordination and interim reviews by project staff. CIA/QC Reviews shall be conducted continuously at key points throughout the project. Task 2 Preliminary Design Phase (60%) The Preliminary Design Phase documents shall be based on the design concepts and criteria recommended by CONSULTANT and based on the Kick -Off Meeting with the City. Where available, CONSULTANT shall use documents made available by the CITY such as plans, standard details, standard specifications, and design guidelines. 2.1 Project Kick -Off Meeting CONSULTANT shall conduct a project kick-off meeting with CITY staff to: • present the project team to CITY; • establish project objectives, goals and expectations; • establish lines of communication (define communication plan); • discuss project schedule and milestones; • discuss CITY design criteria, graphic standards, equipment preferences, etc.; and discuss other items as related to the project including initial operational considerations and concerns, hydraulic studies, conceptual alignment, anticipated site development and coordination issues related to field investigations. Kick-off Meeting Deliverables CONSULTANT shall submit the meeting agenda for CITY review at least three (3) days prior to the meeting and distribute the approved agenda and meeting sign -in sheet before the meeting. CONSULTANT shall prepare and provide copies of the schedule, organizational chart and communication plan for distribution, review and discussion at the project kick-off meeting. CONSULTANT shall prepare meeting summary within five (5) work days after the meeting date and provide a draft to the CITY Project Representative (PR) electronically for review. After receiving any CITY comments, CONSULTANT shall incorporate and submit the final minutes electronically to the CITY PR within three (3) work days. 2.2 Drawings CONSULTANT shall develop background drawings using available files (.tiff, .pdf, other) provided by CITY. CONSULTANT shall develop the background drawings in sufficient detail to show the project improvements that reflect all actual "as -built" conditions to the extent possible. CONSULTANT shall prepare full size engineering plans in (22"04") format in AutoCad .dwg. Electronic files shall also be provided to the CITY on one (1) CD as Adobe .pdf (searchable) files. The Preliminary Design Phase shall include, at a minimum, the following plans to demonstrate the scope, extent, and character of the work: • General Sheets (cover sheet, location map, sheet index, general notes, list of abbreviations, and legends for all disciplines) Page 3 of 11 • Standard Details (for all disciplines) • Preliminary Drawings for Site Civil installations (layout, grading and drainage, erosion control, and tree protection.) • Preliminary Drawings for gravity sewer main, including but not limited to plan and profile and boring. • Preliminary Demolition Drawings for existing lift station, electrical and SCADA controls. 2.3 Specifications CONSULTANT shall prepare Technical Specifications in Construction Specifications Institute (CSI) format. Technical specifications shall be based on CONSULTANT's standard, unless standard specifications are made available by the CITY. However, front end specifications shall be the latest City of Round Rock standard. All specifications shall be prepared using Microsoft Word and provided to the CITY on one (1) CD in Adobe .pdf and Microsoft WORD .docx (searchable) format. 2.4 Engineer's OPCC Cost CONSULTANT shall prepare and submit an Opinion of Probable Construction Cost (OPCC) with the Preliminary Design Phase plans and specifications. 2.5 Preliminary Design Phase Deliverables CONSULTANT shall deliver a PDF of the plans, specifications, and OPCC to the CITY. CONSULTANT shall respond in writing to all written and/or redlined comments, incorporate comments into the Final Design where appropriate. Upon acceptance of CONSULTANTS responses to comments, the CITY shall notify the CONSULTANT to proceed with providing the Final Design package. Task 3 Final Design Phase (100%) The signed and sealed plans and specifications produced during Final Design Phase, Permitting Deliverables and Bid Phase shall be based on the design concepts and criteria recommended by CONSULTANT and/or selected by CITY. CONSULTANT shall package these documents as Contract Documents, matching CITY Contracting requirements, for bidding suitable to obtain bids from qualified construction contractors. 3.1 Drawings The Final Design Phase shall include, at a minimum, the following plans to demonstrate the scope, extent, and character of the work: • General Sheets (cover sheet, location map, sheet index, general notes, list of abbreviations, and legends for all disciplines) • Standard Details (for all disciplines) • Final Drawings for Site Civil installations (layout, grading and drainage, erosion control, and tree protection.) • Final Demolition Drawings for existing lift station, electrical and SCADA controls. Page 4 of 11 3.2 Specifications CONSULTANT shall prepare Draft Technical Specifications using the CITY Standard Specifications for Construction, latest revisions and other necessary special specifications. Technical Specifications shall be based on CITY's standard, unless standard specifications are unavailable through CITY, in which case CONSULTANT's specifications shall be used. CONSULTANT shall be provided a copy of CITY's standard general provisions and special conditions that are to be used for the advertisement at least two weeks prior to advertisement so as to allow the CONSULTANT time to review and prepare required supplemental conditions. All specifications shall be prepared using Microsoft Word, and all specifications shall be provided to CITY on one (1) CD in Adobe .pdf and Microsoft WORD .docx (searchable) format. 3.3 Engineer's OPCC CONSULTANT shall update the OPCC no sooner than 30 days prior to bid advertisement and submit with the drawings and specifications. Costs shall exclude land costs and shall be based upon the latest unit prices provided by the CITY for similar work, if available. 3.4 Final Design Phase Review Deliverables CONSULTANT shall deliver a PDF of the plans, specifications, and OPCC to the CITY. CONSULTANT shall respond in writing to all written and/or redlined comments, incorporate comments into the Final Design Signed and Sealed Bid Documents where appropriate. Upon acceptance of CONSULTANTS responses to comments, the CITY shall notify the CONSULTANT to proceed with Final Design Phase Signed and Sealed Documents. 3.5 Final Design Phase Signed and Sealed Design Deliverables Upon incorporation of appropriate CITY comments, CONSULTANT shall deliver, signed and sealed full - size (22"x34") and specifications or electronic Adobe .pdf and Microsoft WORD .docx (searchable) format files for Permit Agency review, as necessary. Three (3) sets of plans, specs and OPCC shall also concurrently be submitted to CITY for review and acceptance of changes, comments to this set shall be limited to follow-up to previously made comments only, no new additions or changes other than those made by Permit Agencies shall be addressed under Basic Services. Should additional items need to be addressed, Additional Services shall apply and changes shall be reflected in Addendum. CONSULTANT shall respond in writing to all written and/or redlined comments, incorporate comments into the Bid Set where appropriate. After this review, CITY shall notify the CONSULTANT to proceed with providing Bid Phase Contract Documents for bidding (i.e., bid sets for advertisement). Task 4 Bid Phase CITY shall provide the Consultant with notice to proceed (NTP) for the Bid Phase upon acceptance of the Final Design Phase. If deemed necessary, CITY may provide the Consultant with NTP for the Bid Phase upon conditional acceptance of written responses to CITY comments on the Final Design Deliverable. Page 5 of 11 The signed and sealed plans and specifications produced during Final Design Phase shall be based on the design concepts and criteria recommended by Consultant and/or selected by CITY. Consultant shall package these documents as Contract Documents for bidding suitable to obtain bids from qualified construction contractors. 4.1 Bidding Services Bid Advertisement CONSULTANT shall be responsible for placing an electronic copy of the plans and specifications in a plan room acceptable to the City of Round Rock. Contractor's Questions Consultant shall provide written interpretation of the intent of plans and specifications (Contract Documents) for distribution to potential bidders. Consultant shall provide the City a copy of all interpretation of the intent of the plans and specifications. Consultant shall prepare a log of all bidders' questions and provide responses. Any changes to the Contract Documents resulting from bidders' questions shall be addressed formally through an addendum. Addenda Consultant shall prepare addenda required to clarify, correct or change the bid documents. Consultant shall also revise the OPCC, if necessary. Addenda shall be provided in Adobe .pdf and Microsoft WORD .docx (searchable) format, and sealed by responsible engineer(s). Addenda shall be issued to bidders by the CONSULTANT with a copy of addenda being provided to the CITY. Attend Formal Bid Opening CONSULTANT Project Manager or Design Engineer shall attend the Bid Opening to represent CITY to prospective bidders. Evaluation of Bids and Recommendation of Bid Award CITY Contract Administration Department shall be provided by Consultant with a copy of the bid tabulation and the original bid packets. Consultant shall review the bid packet(s), determine if the apparent low bidder is the responsible bidder, and prepare a letter of recommendation of award. At a minimum, the bid packet review shall examine previous project history (contact client references), proposed superintendent's work history, financial viability (financial strength, payment performance, credit worthiness, etc.), and OSHA safety record. Consultant shall also assess the bid for balance. Consultant shall consult with CITY as to the acceptability of major subcontractors, suppliers and other entities included in the bid packet. Bid Phase Deliverables Consultant shall provide the following deliverables to CITY as part of the bid phase services: • Contract documents (bid sets) — three (3) 22"x34" full -sized plans, three (3) sets of specifications, three (3) copies of the OPCC and one (1) CD. • Addenda Page 6 of 11 • Written response to questions from bidders • Letter of recommendation of award Task 5 Construction Phase Services This task details the services to be provided by CONSULTANT during the construction phase of the project. These services are intended to assist CITY with administering the construction contract, monitoring the performance of the construction Contractor, verifying that the Contractor's work is in compliance with the contract documents, and assisting CITY in responding to events that may occur during construction. 5.1 Pre -construction Conference CONSULTANT Project Manager or Design Engineer shall attend the Pre -construction Conference to address any questions and provide input as necessary. CITY shall preside over the conference. CONSULTANT shall prepares the agenda and sign -in sheet, and records the conference in lieu of having the CITY provide meeting summary. 5.2 Construction Site Visits and Progress Meetings CONSULTANT shall attend monthly construction progress meetings with the Contractor and CITY staff. Attendance shall be limited to CONSULTANT's project management staff with principal task managers participating as needed. CONSULTANT shall preside over the meeting, prepare and distribute a meeting, and prepare meeting summary within five (5) working days of the meeting. CONSULTANT shall also attend an average of one (1) monthly site visit in conjunction with the progress meeting throughout the three (3) month construction phase, with up to three (3) additional site visits, as scheduled and requested by the CITY Inspector, to review the Contractor's progress and to assess if project work is in accordance with the Contract Documents. An observation report shall be prepared, as necessary, by the CONSULTANT and provided to the CITY Inspector and PR documenting findings / recommendations from each site visit. Operation, and maintenance are the sole responsibility of OWNER and CONSULTANT shall have no responsibility for any failures by the OWNER or others to properly operate, or maintain the Project. 5.3 Shop Drawings/Submittals Review CONSULTANT shall review (or take other appropriate actions) Contractor shop drawings/submittals for conformance with the project plans and specifications, CITY standards and compatibility with the design intent. CONSULTANT shall also review certificates provided for equipment, review requests for substitute materials and equipment, and provide recommendations to the CITY. 5.4 Requests for Information (RFIs) CONSULTANT shall respond to all questions and concerns that may arise during construction. Clarifications and interpretations of the Contract Documents shall be consistent with the intent of and reasonably inferable from the Contract Documents. Responses shall be provided in writing, using CITY standard format. Page 7 of 11 5.5 Requests for Proposals (RFPs) and Change Orders (COs) CONSULTANT shall prepare RFPs and COs. The RFPs/COs may be due to differing site conditions and/or requested by CITY. The services to be provided shall include the following: • Evaluate impact on design intent (calculations, drawings, specifications, construction cost, and construction duration). • Provide calculations and sketches as required to facilitate construction. • Provide an independent cost estimate for change order work. • Develop drawing revisions. • Provide contract changes using CITY standard change order form. CONSULTANT shall receive and review the Contractor's response to each RFP and shall obtain such further information as is necessary to evaluate the basis of the Contractor's proposal. CONSULTANT shall assist CITY with negotiations and, upon approval by CITY, prepare final change order documents for execution by CITY and the Contractor. Change orders due to Error & Omissions by CONSULTANT are not included in this task and shall be prepared, negotiated, and executed at CONSULTANT's expense. 5.6 Substantial and Final Completion Walk-Throughs Following the notice from Contractor stating that Contractor considers the entire work ready for its intended use, CONSULTANT's project manager and principal task managers (as appropriate) shall conduct one (1) substantial completion walk-through/inspection. After considering any objections from CITY, if CONSULTANT considers the work substantially complete, CONSULTANT shall submit a Substantial Completion Punch List and letter to CITY. CONSULTANT shall conduct one (1) final completion walk-through/inspection to determine if the completed work of Contractor is acceptable to both CITY and CONSULTANT so that CONSULTANT may recommend, in writing, the final payment to the Contractor. Operation, and maintenance are the sole responsibility of Owner and CONSULTANT shall have no responsibility for any failures by the Owner or others to properly operate, or maintain the Project. 5.7 Record Drawings CONSULTANT shall prepare Contract Record Drawings using the marked up drawings provided by the Contractor. Record drawing information shall be based solely on the provided marked -up drawings and appropriate field documentation received from CITY. CONSULTANT shall submit a draft set of record drawings to CITY for review. CONSULTANT shall submit one (1) CD containing final sealed drawings in Adobe .pdf (searchable) format and one (1) CD with final unsealed drawings in AutoCad .dwg format. Task 6 Other Related Services This task details the services to be provided by Consultant during the course of this contract. Consultant shall perform each of the tasks of Other Related Services. Page 8 of 11 6.1 Permitting CONSULTANT shall identify, analyze requirements of, prepare, and submit permit applications to agencies requiring permits and coordinate with such agencies as needed until permits are secured. Such agencies may include, but are not limited to, Texas Commission on Environmental Quality (TCEQ) and the City of Round Rock. CONSULTANT shall identify permitting requirements for USACE and other federal permitting based on field studies. CONSULTANT shall provide technical information, written project descriptions, and design data for use in filing these applications. CONSULTANT shall provide a sample permit tracking spreadsheet to CITY for review and comment. This spreadsheet shall be filled out and updated by CONSULTANT for all permits required for the project. CITY shall be provided with a copy of the spreadsheet when permit applications are filed by CONSULTANT for record-keeping purposes. Anticipated permitting documentation includes: 1. TCEQ Stormwater Pollution Prevention Plan 2. TCEQ Plan Review 3. City of Round Rock 6.2 Surveying CONSULTANT shall perform the following services: Right of Entry Right of Entry (ROE) is anticipated on this project as all properties presently do not belong to the CITY. CONSULTANT shall coordinate with the CITY on ROE acquisition. Topographic Survey CONSULTANT's surveyor shall research and gather all deed, subdivision plats, ROW maps, easements and ownership addresses. CONSULTANT's surveyor shall locate and survey property corners, fences and other pertinent property evidence along the proposed project site. CONSULTANT's surveyor shall calculate property lines, easement lines and ROW lines of streets and utilities and prepare appropriate AutoCad Parcel identification basefile of the project area incorporating ownership, approximate right of ways and easement location. CITY shall provide CONSULTANT with benchmark information from nearby projects, if available. CONSULTANT's surveyor shall locate and verify existing control and benchmarks provided by CITY and establish primary and secondary horizontal and vertical control as required, setting and establishing permanent vertical control benchmarks and horizontal control at no fewer than two locations on the project site. CONSULTANT's surveyor shall prepare appropriate AutoCad base files. CONSULTANT's surveyor shall provide a digital topographic/design survey based on NAD 1983 State Plane coordinates. Survey shall identify contours, benchmarks, bores, topographic features, utilities, and appurtenances such as manholes, valve lid elevations, inverts, vaults, top of nut elevations, fences, drainage structures/features/inverts, existing easements, edge of curb, edge of sidewalk, etc. within the Page 9 of 11 limits of the project site. CONSULTANT's surveyor shall prepare appropriate AutoCad base files and electronic DTM file including breaklines. Survey shall identify sewer and stormwater manhole rim and all invert elevations, pipe size and flow direction necessary for conflict avoidance. CONSULTANT's surveyors ha I I locate all trees within survey limits discussed above with a diameter of 6 - inches or greater and provide specie of all such trees. D. Additional Services The fees as described in Section A — C of this scope for the Design and Construction Phases of the Project shall provide compensation to the CONSULTANT for all services specified under this Agreement to be performed by CONSULTANT or under CONSULTANT's direction except the services as set forth below. These additional services and the compensation to be paid by the CITY to the CONSULTANT for CONSULTANT's performance shall be performed only when authorized in writing and an acceptable, negotiated fee has been approved. Additional work shall be accomplished upon receipt of a specific Task Order. Additional Services are set forth as follows: Design Services The following design items and related work that are not included under this project include: • ADA Compliance Upgrades (assumed that site shall receive a variance), • System Hydraulic Modeling and Analysis, • Preparation of retaining wall or other system design not specifically discussed in the Scope of Services. • Irrigation plans and specifications (permanent installation), 2. Environmental Compliance Studies If site conditions deem the preparation of Environmental Compliance Studies and should CITY wish for Garza EMC to provide such services, Additional Services shall be negotiated. 3. Other Services • Assistance to the CITY as an expert witness in any litigation with third parties, arising from the development or construction of the Project including the preparation of engineering data and reports. • Preparation of applications and supporting documents for governmental grants, loans or advances in connection with the Project. • Review and evaluation of the effect on design requirements of the Project of any assessments, statements, or documents prepared by others. • Revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders Page 10 of 11 enacted subsequent to the preparation of such studies, reports, and documents, or are due to causes beyond CONSULTANT'S control. • Cash flow and economic evaluations, rate schedules and appraisals. • Preparation of operating and maintenance manuals. • Additional or extensive assistance after initial start-up in the utilization of any equipment or system (such as post initial start-up testing, adjusting and balancing). • Training personnel for operation and maintenance. • Preparation of and submittal of Flood Plain revisions to FEMA. • Project aerial mapping if required by the CITY beyond requirement of basic contract. • Attendance at public meetings other than those covered in the Basic Services. • Full Size Plan Sets, in addition to those covered in Basic Services. Page 11 of 11 ---- ---- --- ---- ---- -- -- ---- --- --- I --- I-- --H - ------ --- --- --- --- --- ---- ---- ---- ---- �26 — --- --- --- ---- ---- --- --- --- --- --- --- ---- 0 --- ---- --- ---- --- --- --- -- -- — — ------ — ---- ----- ___ --- -___ - --- --- --- --- ---- ---- ---- --------- ------- --- ---- ---- ------- ------- -- --- --- --- ---- --- -- --- --- --- --- --- t9 --- --- --- --- --- --- --- --- --- ----- ----- ----- D ---- ---- ---- ---- --- --- --- ---- ---- V 0 0 u a .,z 0 U o < < z OTZQ z O LL Q Z 0 U m u m < I2I 1 1 1 1 M I I Fl EXHIBIT D FEE SCHEDULE TASKS PROJECT MANAGER $160 Hours PROJECT ENGINEER $135 Hours TECHNICIAN $100 Hours CLERICAL $80 Hours Garza EMC Total Hours $ Garza EMC Expenses Stantec $ Total $ Task 1 Project Management 1.1 Project Administration Project Control and Reporting (8 mo) 4 8 12 $ 1,280 $ $ $ 1,280 QA/QC Plan Draft and Final 0 $ $ $ S 1.2 Subconsultant Management Services (Basic) (10%) 0 $ 560 $ $ $ 560 1.3 Coordination with Other Projects 2 2 4 $ 590 $ $ $ 590 1.4 OA / QC Reviews Preliminary (60"h) Design 4 4 $ 640 $ $ $ 640 Final Design (100%) 2 2 $ 320 $ $ $ 320 Bid Set 1 1 $ 160 $ $ $ 160 TOTAL FOR TASK I- PROJECT MANAGEMENT 13 2 0 8 23 $ 3,550 $ $ 3,550 Task Preliminary Design Phase 60%) 2.1 Project Kick-off Meeting 6 6 12 $ 1,770 $ 5 $ 1,770 2.2 Drawings General Sheets (Cover/TOC/Location/Le ends) 2 4 6 $ 670 $ $ $ 670 Standard Details 2 4 8 14 $ 1,660 $ $ $ 1,660 GFadiRg Plan (I Sheets) o $ 5 5 $ Project Layout, Control, Staging, Paving/Fencing 2 4 6 $ 670 $ $ 5 670 Tree Preservation, SWPPP 2 2 4 8 $ 990 $ 5 $ 990 Plan and Profiles (2 Sheets) 8 16 24 48 $ 5,840 $ $ $ 5,840 Civil/Bore 2 4 4 10 S 1,260 5 5 $ 1,260 Demolition 2 8 16 26 S 3,000 $ $ $ 3,000 2.3 Specifications 4 16 8 28 $ 3,440 $ $ $ 3,440 2.4 Engineer's OPCC 2 4 6 $ 860 $ $ $ 860 3.5 60%Design Deliverables 2 4 4 2 1 12 $ 1,420 $ 5 5 1,420 TOTAL FOR TASK 2- PREUMNARY DESIGN (60%) 30 68 68 10 176 $ 21,580 $ $ $ 21,580 Task 3 Final (100%) Design Phase 3.1 Drawings General Sheets (Cover/TOC/location/Le ends) 1 2 0 $ 335 $ 5 $ 335 Standard Details 1 2 4 0 $ 830 $ $ $ 830 5 5 5 $ Project Layout, Control, Staging, Paving/Fencing 0 1 2 0 $ 335 $ $ $ 335 Tree Preservation, SWPPP 1 1 2 0 $ 495 $ 5 $ 495 Plan and Profiles (2 Sheets) 4 8 12 1 0 1 $ 2,920 $ $ $ 2,920 Civil / Pipeline Layout 1 2 2 0 $ 630 $ $ $ 630 Demolition 1 4 8 0 $ 1,500 $ $ $ 1,500 3.2 Specifications 2 8 0 4 $ 1,720 5 $ $ 1,720 3.3 Engineer's OPCC 1 2 0 0 S 430 5 $ $ 430 3.4 Final (100%) Design Review Set 1 2 2 1 S 710 5 $ $ 710 3.5 Final (100%) Signed and Sealed Drawings 2 4 2 $ 880 $ 300 5 5 880 TOTAL FOR TASK 3 - FINAL (100%) DESIGN 14 31 38 7 0 5 10,785 5 300 $ $ 10,785 Task 4 Bid Phase Services 4.1 Bidd ing Services Contractor's Questions 2 8 4 $ 1,800 $ $ $ 1,800 Addenda 4 8 4 $ 2,040 $ $ $ 2,040 Attend Formal Bid Opening 6 $ 960 $ $ $ 960 Evaluation of Bids and Recommendation of Bid Award 2 $ 320 $ $ $ 320 TOTAL FOR TASK 4 - BID PHASE SERVICES 14 16 4 4 0 $ 5,120 $ $ $ 5,120 Task 5 Construction Services 5.1 Pre -Construction Conference and Minutes 6 $ 960 $ $ 5 960 5.2 Construction Progress meetings and Minutes (3 ea.) 4 8 1 1 $ 1,720 $ $ $ 1,720 5.3 Review Shop Drawings / Submittals (10) 4 1 24 $ 3,880 $ $$ 3,880 5.4 Review RFls(4) 2 4 $ 860 $ $ $ 860 5.5 Request for Proposals and Change Orders (2) 2 $ 320 $ $ $ 320 5.6 Completion Walk-through and Reporting (2) 10 $ 1,600 $ $ $ 1,600 5.7 Prepare Record Drawings and File Transfer 2 4 4 $ 1,260 $ 300 5 5 1,260 TOTAL FOR TASK 5- CONSTRUCTION SERVICES 30 40 4 0 0 $ 10,600 $ 300 $ $ 10,600 Task 6 Other Related Services 6.1 Permitting TCEQ Letter of Notification and Coordination 2 2 1 $ 320 $ $ $ 320 City of Round Rock 0 $ $ $ $ Williamson.Cou" 0 $ $ $ $ 6.2 Topographic Survey 0 $ $ $ 5,600 $ 5,600 TOTAL FORTASK 6- OTHER RELATED SERVICES 2 0 0 0 2 5 320 $ $ 5,600 $ 5,920 TOTAL FOR BASIC SERVICES 103 157 114 29 201 $ 51,955 $ 600 $ 5,600 $ 57,555 Task 7 Supplemental Services TOTAL FOR TASK 7- SUPPLEMENTAL SERVICES 0 0 0 0 0 S $ $ TOTAL FOR BASIC+ SUPPLEMENTAL SERVICES 103 157 114 29 201 $ 51,955 $ 600 $ 5,600 $ 57,555 EXHIBIT E Certificates of Insurance Attached Behind This Page Client#: 8L .4 RZAEMC ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 7/14/2016 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 USI Southwest CONTACT Debra Wylie PHONE FAX ac, No, E.1): 512-651-4159 qIC No ; 610-537-2782 7600-B N. Cap. of Tx Hwy. #200 Austin, Texas 78731 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Argonaut Insurance Company 19801 INSURED Garza EMC INSURERB: EACH OCCURRENCE S 221 West Sixth Street, Suite 380 Austin, TX 78701 INSURER C: INSURER D: INSURER E INSURER F: PREMISES Ea occu ante S COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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 INSR SUER WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS -MADE � OCCUR PREMISES Ea occu ante S MED EXP (Any one person) S PERSONAL & ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO POLICY JECT 7 LOC PRODUCTS -COMP/OPAGG S $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident S BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) S PROPERTY DAMAGE S Per accident NON -OWNED HIREDAUTOS AUTOS S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE S EXCESS LIAR CLAIMS -MADE DED I I RETENTIONS S WORKERS COMPENSATION PER OTH- ISTATUTE AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVEE.L. OFFICER/MEMBER EXCLUDED? ❑ N / A IER EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liab IAE1252903 10/29/2015 10/29/2016 $2,000,000 per claim Claims Made & Retro:10/29/12 $2,000,000 annl aggr. Reported Pol DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Project ID Number SCBYP, LAF for Settlers Crossing Lift Station Bypass. This Certificate is issued in respects to above referenced. City of Round Rock 221 East Main street Round Rock, TX 78664 ACORD 25 (2014/01) 1 of 1 #S18255979/M17212815 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Iq ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PRNZP Forms provided by Teltl-gWts Commission www.ethics.state.tx.us Version V1.0.1021 CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos. i - 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. 2016-78879 Garza EMC, LLC Austin, TX United States Date Filed: 06/30/2016 2 Name of governmental entity or state agency that is a party tot 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. SCBYP Civil Engineering Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary NA, NA NA, TX United States X 5 Check only if there is NO Interested Party. I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Wr CHRISTI7MMARIESARZAMy ComiDece Signature ofWi sized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE // ,�/}} "� Sworn to and subscribed before me, by the said fiX01fl V 01VIGithis the r¢Ufi'1 day of J Liyu. 20 1:0 to certify which, witness my hand and seal of office. SignaUofMstering oath Printed name of officer administering oath Title of officer administering :ath Forms provided by Teltl-gWts Commission www.ethics.state.tx.us Version V1.0.1021 Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-78879 Date Filed: 06/30/2016 Date Acknowledged: 07/28/2016 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Garza EMC, LLC Austin, TX United States 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 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. SCBYP Civil Engineering Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary NA, NA NA, TX 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