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CM-2016-1180 - 9/9/2016 'ROUND ROCK,TEXAS PURPOSE.PASMOR PROSPEN". CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: WALKER PARTNERS, LLC ("Engineer") ADDRESS: 6850 Austin Center Boulevard, Suite 150,Austin,TX 78731 PROJECT: Brushy Creek Phase 5 Wastewater Improvements THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract') is made and entered into on this the y��k day 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 0199.1627;00363553 00296523 M,2.Q1Lo-1jG04%--1' I CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which . exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates,that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for 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 Forty-One Thousand Five Hundred Fifty and No/100 Dollars, ($41,550.00). 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 3 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: Eddie Zapata Project Manager 2008 Enterprise Drive Round Rock,TX 78664 Telephone Number(512) 218-6605 4 Mobile Number(512) 801-2059 Fax Number(512) 218-5536 Email Address ezapata@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: John H. Lindner, P.E. Chief Operating Officer 6850 Austin Center Boulevard, Suite 150 Austin, TX 78731 Telephone Number(512) 382-0021 Fax Number(512) 382-0042 Email Address jlindner@walkerpartners.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30)days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or(2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 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. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. 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: John H. Lindner, P.E. Chief Operating Officer 6850 Austin Center Boulevard, Suite 150 Austin,TX 78731 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 `OU//ND ROCK,TFIXAS APP EDA TO FO M: By: L- {, dL Alan McGraw, Mayor , Stepha L. Sheets, City Attorney ATTEST: By: Smvt—. Sara L. White, City Clerk WALKER PARTNERS, LLC By: Si ature of Prilicipal Printed Name: L(ahgEP . t'• E- 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 1.) City shall generate and provide design/peak wastewater flows for all wastewaterlines within, and connected to the project. 2.) City shall provide plan review comments at intervals of 90%, and 100%construction plans. 3.) City shall be responsible for preparation and recording of legal documents for easements, with the survey metes and bounds provided by Walker Partners. 4.) City shall provide design drawings for the Park project on Chisolm Trail, and coordinate the route of the proposed wastewater line, with assistance from Walker Partners. 5.) City shall provide all available as-built plans for the existing wastewater lines within the project area, as well as design/record drawings for all other adjacent utilities. 6.) City shall provide assistance with Manhole assessments (if required). 7.) City shall provide access to City owned property/facilities. EXHIBIT B Engineering Services PROJECT DESCRIPTION: Brushy Creek — Phase 5 Wastewater Line includes the construction of approximately 600 linear feet of new 8" PVC wastewater line to replace the existing 6" wastewater lines in Chisolm Trail Road, beginning at and Sunset Drive heading west, crossing Chisolm Trail into private property, and south through City owned park property to connect to the existing east bound 8" wastewater line along Brushy Creek. A portion of the existing 6" line in Chisolm Trail Road will be abandoned in place after the new 8" lines are installed. SCOPE OF WORK: 1.1 SURVEYING SERVICES A. Boundary Survey(Phase 11) 1. Perform Deed Research of Subject Tracts for the purpose of reconciling tract lines. 2. Perform a Boundary Survey based upon North American Datum of 1983 (NAD83)State Plane Coordinates and in accordance with the General Rules of Procedures and Practices as set forth by the Texas Board of Professional Land Surveying and laws of the State of Texas, unless otherwise specified by client. 3. Prepare a digital drawing of the Boundary Survey indicating the measurement and description of the boundary perimeter; the existing survey monuments found in the field; new survey monuments placed; the adjoining property record information; and the acreage of the subject tract. B. Topographic Survey(Phase 12) 1. Perform an on-the-ground field survey to obtain the topography (terrain data) and other visible and apparent surface features (manmade or natural) such as ditches, swales, channels, embankments, drainage structures, catch basins and inlets, manholes, above-grade utility appurtenances, pavements, significant trees (hardwoods greater than 8 inches in diameter), fences, building structures, water's edge, etc. For underground utilities, Walker Partners will coordinate with Texas 811. The approximate locations of underground utilities will be shown based upon utility locators'markings. 2. Establish vertical control at the site and place benchmarks based upon North American Vertical Datum of 1988 (NAVD88), unless otherwise specified by client. 3. Prepare a digital topographic map from the topographic survey depicting the physical features as described above and with elevation contours at a 1-foot interval. The 100- year floodplain as identified by FEMA and as depicted on the Flood Insurance Rate Map (FIRM)will be graphically located and drafted on the topographic map. C. Easements(Phase 16) 1. Provide one (1) easement metes and bounds survey description with exhibit for wastewater easement over private property. The City will provide the legal documents and file the easements with the County. Walker Partners will provide one metes and bounds survey description with exhibit only. 1 2.1 ENGINEERING BASIC SERVICES A. Preliminary Design Phase(Phase 30) 1. Attend one preliminary conference with the Owner and other interested parties regarding the Project. 2. Prepare preliminary, 30% construction documents for the Project in sufficient detail including final design criteria, preliminary plan and profile drawings, an outline of specifications, and setting forth clearly the Engineer's recommendations. 3. Prepare a preliminary Engineer's Opinion of Probable Cost. 4. This preliminary plan will be reviewed with the City in the office and will not be submitted as a formal 30% plan set. B. Final Design Phase(Phase 40) 1. Prepare final Drawings and Specifications for the project. The Drawings to be prepared with this Phase of the Work, in general, will include the following: a. General Condition Drawings — these Drawings shall be for informational, permitting, and bidding purposes and shall, in general, consist of the following: i) General Notes and Project Specific Notes ii) Legends, Abbreviations, and Symbols iii) Survey Control Plan iv) Topographic Survey v) Sedimentation and Erosion Control Plan - prepare a Sedimentation and Erosion Control Plan for the project site including recommendations of "best management practices" for controlling sedimentation and erosion on the site during construction activities. b. Wastewater Collection System Plans and Profiles — prepare drawings for the proposed sanitary sewer system including the sewer pipes and appurtenances, manholes, clean-outs, trenching details, and other details necessary for bidding and construction. C. Details — provide project-specific details, municipality standard details, and state agency (TxDOT) standard details as required for permitting, bidding, and construction purposes. City of Round Rock standard details will be used and supplemented as necessary for this project. 2. Advise Owner of any adjustments to the opinion of probable Construction Cost known to Engineer. 3. Prepare and furnish Bidding Documents for review by Owner, at intervals of 90%, and 100% construction documents, and assist Owner in the preparation of other related documents. This includes supplementing the City specifications as necessary for the project. 4. Revise the Bidding Documents in accordance with comments and instructions from the Owner, as appropriate, and submit copies of the Bidding Documents, a revised opinion of probable Construction Cost, and any other deliverables to Owner. 5. Assist in the preparation of formal Contract Documents, C. TCEQ SCS(Phase 45) 1. Prepare application, report, and plans for TCEQ Organized Sewage Collection System Plan (SCS). 2. Submit SCS plan to the TCEQ for review and approval. 3. Address any comments the TCEQ may provide, and re-submit to the TCEQ for SCS approval. 2 D. Bidding or Negotiating Phase (Phase 50) 1. Assist Owner in advertising for and obtaining bids or proposals for the Work and,where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-Bid conferences, if any, and receive and process contractor deposits or charges for the Bidding Documents. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. Attend and participate in a pre-bid meeting with the City and interested bidders. 4. Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the Bidding Documents. 5. Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. E. Construction Administration Phase (Phase 60) 1. Pre-Construction Conference. Participate in a Pre-Construction Conference prior to commencement of Work at the Site. 2. Schedules. Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. 3. Make periodic visits to the site (as distinguished from the continuous services of a resident Project Representative) to observe the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the Contract Documents. In performing these services, the Engineer will endeavor to protect the Owner against defects and deficiencies in the work of the contractor, but he cannot guarantee the performance of the contractor, nor be responsible for the actual supervision of construction operations or for the safety measures that the contractor takes or should take. 4. Consult and advise with the Owner; issue all instructions to the contractor requested by the Owner; and prepare and issue any possible change orders with Owner's approval. 5. Review shop drawings the contractor submits. This review is for the benefit of the Owner and covers only general conformance with the information given by the Contract Documents. The contractor is to review and stamp his approval on submittals prior to submitting to Engineer, and review by the Engineer does not relieve the contractor of any responsibility such as dimensions to be confirmed and correlated at the job site, appropriate safety measures to protect workers and the public, or the necessity to construct a complete and workable facility in accordance with Contract Documents. 6. City will review and approve all pay applications made by the Contractor. 7. Conduct, in company with the Owner, a final inspection of the Project for compliance with the Contract Documents, and submit recommendations concerning project status, as it may affect Owner's final payment to the contractors. 8. Receive Contractor provided as-built drawings and incorporate into the final record plans. 9. Provide full size paper and electronic CAD files of Record Drawings to the City. 3 3.1 EXCLUSIONS The following items are excluded from this proposal. If there are questions about any other services not listed here, they shall be clarified prior to approval and acceptance of this proposal. The proposed engineering services do not include the following: • Geotechnical Engineering Investigation and/or Analysis • Wastewater lift station design and drawings • Off-site street and drainage design and drawings • Design work related to LEEDS certification(s) • Landscape architectural services • Environmental Investigation • Wetlands determination and permitting • Determination of any listed endangered or threatened species • Determination of any designated critical habitats in the Project area • Demolition plans • Retaining wall design • Design of screening walls, light pole bases, transformer or generator pads,hardscape features, pavers and/or site signage • Design of any underfloor drainage systems or grading • Design of French drain systems around the building perimeters • Landscape plan and irrigation plans • Site lighting plans • Construction staking • Abstracting fee for title, easements, restrictions or other encumbrances • Abandonment of private or public easements • Subsurface Utility Engineering (S.U.E.)survey • Assistance to the Owner and/or the Contractor in filing the Notice of Intent(NOI)forthe proposed construction activities • Design of any"dry" utility facilities (i.e. gas, electric, phone, cable TV,etc.) • Materials Testing; prior to or during construction 4 EXHIBIT C Work Schedule City Issue Notice to Proceed Task 1 —Kickoff Meeting & Data Collection 2 weeks Task 2—Survey 3 weeks Task 3—Preliminary Design 30%CD's 2 weeks Task 4—Final Design 90% CD's 3 weeks City Review 1 week Task 5—Final Design 100% CD's 2 weeks TCEQ Review for Edwards Aquifer Compliance 12 weeks Task 6—Bidding Phase 0 weeks Task 7 —Contractor Selection &Award 0 week City Contract Execution 0 weeks Task 8—Construction Phase 8 weeks Task 9— Final Inspection &Acceptance 2 weeks Project Duration 35 weeks Note: Task 6 & 7 will be performed concurrent with TCEQ review. EXHIBIT D Fee Schedule Special Basic Services Services TOTALS Phase Description Costs Costs 11 & 12 Boundary&Topographic Survey $5,000.00 $5,000.00 16 Easements (QTY= 1) - $1,800.00 $1,800.00 30 Preliminary Design (30%CD's) $9,750.00 - $9,750.00 40 Final Design (90% & 100%CD's) $18,500.00 - $18,500.00 45 TCEQ - SCS Permitting - $5,300.00 50 Bidding &Negotiation $3,500.00 - $3,500.00 60 Construction Administration $3,000.00 - $3,000.00 GRAND TOTAL: $34,750.00 $12,100.00 $41,550.00 EXHIBIT E Certificates of Insurance Attached Behind This Page Client#: 2426 WALKPAR DATE(MM/DDIYYYY) ACORD,,., CERTIFICATE OF LIABILITY INSURANCE 07/28/2016 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(les)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 CONTACT NAME: Eva Limmer Ward&Moore Ins Services LP PHONE 254 865-8411 AX PHONE No 254 865-8414 AIC,No A P.O.Bax 179 EMAIL elimme,/,�,��ard-moore.com ADDRESS: '1.:.^ Gatesviile,TX 76528 INSURER(S)AFFORDING COVERAGE NAILS 254 865-8411 INSURER A:The Cincinnati Casualty Co 28665 INSURED INSURER B:Texas Mutual Ins Co 22945 Walker Partners, LLC INSURER C:Beazley Insurance Co Inc 600 Austin Ave, Ste 20 INSURER D Waco,TX 76701 INSURER E INSURER F: 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. NDYE R TYPE OF INSURANCE INSR WVD POLICY NUMBER MMMID /YYrr MMDY 17(P IDD LTRLIMITS A X COMMERCIAL GENERAL LIABILITY EPP0266941 7/30/2016 07/30/2017 EEACH��OEECCURRENCE $1,000,000 CLAIMS-MADE ROEMISES(Ea oN' I OCCUR Pence) $1000000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 PR POLICY a JECOT- A LOC PRODUCTS-COMP/OP AGG s2,000,000 OTHER: $ A AUTOMOBILE LIABILITY EBA0266941 0713012016 07/30/201 EIaY181NdED SINGLE LIMIT =1,000,000 IX ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS Ix AUTOS dent NON-OWNED PROPERTY DAMAGE $ Per acci $ A X UMBRELLA LIAR J( OCCUR EPP0266941 7/30/2016 07/3012017 EACH OCCURRENCE s2,000,000 EXCESS LJAB CLAIMS-MADE AGGREGATE s2,000,000 DED I X I RETENTION$0 $ B WORKERS COMPENSATION 0001226901 7/30/2016 07/30/201 X I PER OTH AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? � NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional& VIICDO160601 0713012016 07/30/201 5,000,000 Each Claim Engineers Profes- 5,000,000 Aggregate 1 sional&Pollution 100,000 Ded.Each Claim DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured endorsement for General Liability,Auto Liability&Umbrella Liability available upon request. Waiver of Subrogation endorsement for General Liability,Auto Liability&Workers'Compensation available upon request. 30 Day Notice of Cancellation endorsement for all policies available upon request. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Ci of Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:City Manager ACCORDANCE WITH THE POLICY PROVISIONS. 221 E Main St Round Rock,TX 78664 AUTHORIZED REPRESENTATIVE CORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S159796/M159782 EOL DESCRIPTIONS (Continued from Page 1) General Liability,Auto Liability&Umbrella Liability Primary&Non-Contributory endorsement available upon request. SAGITTA 25.3(2014/01) 2 of 2 #S159796IM159782 4 BRUSHY CREEK PHASE 5SUNSET DR WASTEWATER PROJECT MANHOLE !;50 g WASTEWATER LINE TO BE ADDED TO BE REPLACED tC WASTEWATER LINE` TO BE ADDED WASTEWATER LINE O BE ABANDONED v rC� � 1001 MANHOLE A eu TO BE ADDED 701 i } ROUND ROCK 2 O r sn►= f►� c' 603 a s 900 .r 500 a.'tt 900 L t � Y g _ h Legend N Proposed Wastewater Line ROUND Q Proposed Manhole ROCK qyE REUSE LINES w ® Manhole soa, Gravity Main X00 5 ® Gravity Main E Fe � iY q v e . Date:9220'.b City of Round Rock ROUND E ROCK rxn-: Agenda Item Summary Agenda Number: Title: Consider executing a Contract for Engineering Services with Walker Partners, LLC for the Brushy Creek Phase 5 Wastewater Improvements Project. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 9/9/2016 Dept Director: Michael Thane, Director of Utilities and Environmental Services Cost: $41,550.00 Indexes: Self-Financed Wastewater Construction Attachments: ESC_WalkerPartners_BrushtCreekPh5WW CM9.9.16.pdf, LAF_WalkerPartners_BrushyCreekPh5WW CM9.9.16.pdf, BrushCr_Phase5_WW_Project_CM9.9.16.pdf Department: Utilities and Environmental Services Text of Legislative File CM-2016-1180 Consider executing a Contract for Engineering Services with Walker Partners, LLC for the Brushy Creek Phase 5 Wastewater Improvements Project. This contract will provide for the engineering design, bidding and construction phase services for the Brushy Creek Phase 5 project. The wastewater line improvements consist of construction of approximately 600 linear feet of new 8-inch diameter wastewater main beginning just east of the intersection of Sunset Drive and Chisholm Trail Road heading west across Chisholm Trail Road into city-owned property. The line then turns south and runs through the city-owned property and joining an existing 8-inch wastewater line. This new line will replace a portion of an existing 6-inch clay tile wastewater line which runs north and south parallel to Chisholm Trail Road. This new line will not only be upsized and provide newer pipe materials for the area, but it will also reduce the likelihood of future road closures along Chisholm Trail Road by routing the flow away from the street. The portion of 6-inch line will be properly abandoned along Chisholm Trail Road. Staff Recommends Approval. City of Round Rock Page 1 Printed on 91912016