Loading...
R-03-07-24-11G1 - 7/24/2003 RESOLUTION NO. R-03-07-24-11G1 WHEREAS, the City of Round Rock desires to retain engineering services for the Southwest Downtown District Utility and Street Improvements, Phase I Project, and WHEREAS, Page Southerland Page, L.L. P. has submitted an Agreement for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Page Southerland Page, L.L.P. , Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Engineering Services with Page Southerland Page, L.L.P. for the Southwest Downtown District Utility and Street Improvements, Phase I Project, a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 24th day of July, 2003 . N W ayor City of Round Rock, Texas ATTES CHRISTINE R. MARTINEZ, City "Secretary @PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R30724G1.WPD/so r r . t 'AROUND ROCK,TEXAS PURPOSE.KNOX MOSPERHI: CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH PAGE SOUTHERLAND PAGE,LLP FOR SOUTHWEST DOWNTOWN DISTRICT UTILITY AND STREET IMPROVEMENTS, PHASE I THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS AGREEMENT FOR ENGINEERING SERVICES ("Agreement") is made and entered into on this the day of the month of , 2003, 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 PageSoutherlandPage, LLP, whose principal place of business is located at 606 West Avenue, Austin, Texas 78701, (hereinafter called "Engineer"), and such Agreement 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: CONTRACT DOCUMENTS The Contract Documents consist of this Agreement and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Agreement) and all Supplemental Agreements (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Agreement as if attached to this Agreement or repeated herein. Engineering Sery Agreement-4-2003 EXHIBIT File name:00052945 Rev.4/1/03 a a "An 1 ARTICLE 1 SCOPE OF SERVICES TO BE PERFORMED BY CITY City shall perform or provide services as identified in Exhibit A entitled "Services to be Performed by City." ARTICLE 2 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform engineering services as identified in Exhibit B entitled "Services to be Performed by Engineer." Engineer shall develop a mutually acceptable schedule of work as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineer's Scope of Services under this Agreement 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 work performed. Should the review times take longer than shown on the Work Schedule, through no fault of Engineer, additional time may be authorized by City through a written Supplemental Agreement only if same is requested by a timely written request from Engineer which is approved by City. ARTICLE 3 CONTRACT TERM (1) Term. This Agreement shall be from the date hereof and shall terminate at the close of business on the 29th day of the month of July, 2005, unless extended by written Supplemental Agreement executed by Engineer and City prior to the date of termination, or as otherwise terminated as provided in Article 20 entitled "Termination." Any work 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 work under this Agreement will not be completed before the termination date. In that event City may, at its sole discretion, extend the contract term by timely written Supplemental Agreement. Engineer shall allow adequate time for review and approval of his/her/its request for time extension by City prior to expiration of this Agreement. (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 services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in the highest professional manner. Rev.4/1/03 2 t (3) Notice to Proceed. After execution of this Agreement, Engineer shall not proceed with work delineated in Article 2 entitled "Scope of Services to be Performed by Engineer" and in Exhibit B entitled "Services to be Performed by Engineer" until authorized in writing by City to proceed as provided in Article 7 entitled"Notice to Proceed." 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 Agreement. The amount payable under this Agreement, without modification of the Agreement as provided herein, is the sum of Three Hundred Twenty Four Thousand Dollars ($324,000) as shown in Exhibit D entitled "Fee Schedule." The lump sum amount payable may be revised only by written Supplemental Agreement in the event of a change in scope, additional complexity from that originally anticipated, or change in character of work as authorized by City. 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 "Services to be Performed by Engineer." Satisfactory progress of work shall be maintained as an absolute condition of payment. The fee herein referenced may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer for services rendered shall be made while work is 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 work 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 work tasks identified in Exhibit D entitled "Fee Schedule." Progress payments shall be made by City based upon work actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which, notwithstanding anything herein to the contrary, is due and payable within thirty(30) days. City reserves the right to withhold payment pending verification Rev.4/1/03 3 of satisfactory work 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 City receives the supplies, materials, equipment, or 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 the supplies, materials, equipment, or 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 to payments made by City 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 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 Agreement 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 City shall issue a written authorization to proceed with work identified in the Scope of Services. City shall not be responsible for actions by Engineer or any costs incurred by Engineer relating to additional work not included in Exhibit B entitled "Services to be Performed by Engineer." Rev.4/1/03 4 ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Agreement is as follows: Larry Madsen, Liaison Construction Manager 2008 Enterprise Round Rock, Texas 78664 Telephone Number(512) 218-5552 Fax Number(512) 218-5563 Email Address larrym@round-rock.tx.us City's Designated Representative shall be authorized to act on City's behalf with respect to this project. 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 Engineer's services. Engineer's Designated Representative for purposes of this Agreement is as follows: PageSoutherlandPage, LLP Michael J. Mace, Senior Vice President 606 West Avenue Austin,Texas 78701 Telephone Number(512) 472-6721 Fax Number (512)477-3211 Email Address mmace@psp.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the work, 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 work. 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 Engineer's services and work. Should City determine that the progress in production of work 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 work, including but not limited to the following: Rev.4/1/03 5 (1) Problems, delays, adverse conditions which may materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the work schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the work, but not to terminate this Agreement, 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 work may be reinstated and resumed in full force and effect within sixty(60) days of receipt of written notice from City to resume the work. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If City suspends the work, the contract period as determined in Article 3 is not affected and this Agreement will terminate on the date specified unless this Agreement is amended indicating otherwise. City assumes no liability for work performed or costs incurred prior to the date authorized by City for Engineer to begin work, and/or during periods when work is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL WORK If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Agreement 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 Agreement will be executed between the parties as provided in Article 13 entitled "Supplemental Agreements." Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Agreement. 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 work authorized in this Agreement or any amendments thereto. ARTICLE 12 CHANGES IN WORK If City deems it necessary to request changes to previously satisfactorily completed work or parts thereof which involve changes to the original scope of services or character of work under this Agreement, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional work and paid for as specified under Article 11 entitled "Additional Work." Rev.4/1/03 6 Engineer shall make revisions to work 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 work. ARTICLE 13 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement if City determines that there has been a significant change in (1) the scope, complexity or character of the service to be performed, or (2) the duration of the work. Any such Supplemental Agreement must be duly authorized by City Council Resolution. Where such City Council authorization is required, Engineer shall not proceed until the appropriate Resolution has been adopted. Additional compensation, if appropriate, shall be identified as provided in Article 4 entitled"Compensation." Both parties must execute any written Supplemental Agreement within the contract period specified in Article 3 entitled"Contract Term." It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until City grants full execution of the written Supplemental Agreement and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory work performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Agreement are the exclusive property of City and shall be furnished to City upon request. All documents prepared by Engineer and all documents furnished to Engineer by City shall be delivered to City upon completion or termination of this Agreement. Engineer, at his/her/its own expense, may retain copies of such documents or any other data which he/she/it has furnished City under this Agreement. Any release of information shall be in conformance with requirements of the Texas Open Records Act. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at his/her/its own expense, quarters for the performance of all services, and adequate and sufficient personnel and equipment to perform the 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 work shall immediately be removed from association with the project when so instructed by City. Engineer certifies that he/she/it presently has adequate qualified personnel in his/her/its employment for performance of the services required under this Agreement, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. Rev.4/1/03 7 ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the work under this Agreement without prior written approval from City. All subcontracts shall include the provisions required in this Agreement and shall be approved as to form, in writing, by City prior to work being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Agreement. ARTICLE 17 EVALUATION OF WORK City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the work 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 Agreement, 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 Agreement may be terminated before the stated termination date by any of the following conditions. (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 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. Rev.4/1/03 8 (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 services and obligations described herein. Should City terminate this Agreement 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 work performed by Engineer prior to termination, City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should City terminate this Agreement 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 Agreement or if City terminates this Agreement for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the work to the date of default, the amount of work required which was satisfactorily completed to date of default, the value of the work which is usable to City, the cost to City of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to City of the work performed at the time of default. The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Agreement, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Agreement is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the work to completion. In such case, Engineer shall be liable to City for any additional 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 scope of services under this Agreement. 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 Agreement, 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 professional services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the 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. Rev.4/1/03 9 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 Agreement, which are caused by or which result from error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold City harmless from any and all expenses, including but not limited to attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its work and shall promptly make necessary revisions or corrections 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 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 Agreement, 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 Agreement. For breach or violation of this warranty, City reserves and shall have the right to annul this Agreement 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. Rev.4/1/03 10 ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Agreement is in effect professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Agreement to maintain during the term of this Agreement, 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 Agreement, 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: 1. Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or any change in the limit or scope of coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Engineer shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. 2. Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which are the sole responsibility of and at the sole risk of Engineer. 3. The term "City" or "City of Round Rock" shall include all authorities, boards, commissions, departments, and officers of City and the individual members and employees thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. 4. 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. Rev.4/1/03 11 (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 F 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. ARTICLE 28 SUCCESSORS AND ASSIGNS This Agreement 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 Agreement, 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 Agreement 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 Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Agreement 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 Agreement 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 Agreement. Rev.4/1/03 12 ARTICLE 32 NOTICES All notices to either party by the other required under this Agreement 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 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: PageSoutherlandPage, LLP Michael J. Mace 606 West Avenue 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 services for each phase of this Agreement within the agreed Work Schedule may constitute a material breach of this Agreement. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Engineer's failure to perform in these circumstances, City may 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 Agreement 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 Agreement 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 Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. Rev.4/1/03 13 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 Agreement and that he/she has full and complete authority to enter into this Agreement on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Agreement. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same on its behalf by Resolution No. , approved by the City Council on the day of the month of 200_, and Engineer, , signing by and through his/her/its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROUND ROCK, TEXAS: By: Nyle Maxwell,Mayor ATTEST: By: Christine Martinez, City Secretary PageSoutherlandPage, LLP: By: PSP Architects-Engineers, Inc. Managing Partner VKreisle By: MatthewF111,Principal as officer of PSP A-E, Inc. Rev.4/1/03 14 LIST OF EXHIBITS ATTACHED (1) Exhibit A "Services to be Performed by City" (2) Exhibit B "Services to be Performed by Engineer" (3) Exhibit C "Work Schedule" (4)Exhibit D "Fee Schedule" (5) Exhibit E "Work Authorizations" (6)Exhibit F "Certificates of Insurance" Rev.4/1/03 15 Exhibit A "Services to be Performed by City" The following services are excluded from the Basic Design Services fee and are to be considered Additional Services: • Zoning and Re-Subdivision • Environmental Assessments • Preparation of easement dedication/vacation exhibits.—(Provided by Licensed Surveyor) • Storm Water Detention Facilities. Run-off from the district will flow uncontrolled to Lake Creek. • FEMA Flood Plain Analysis/Reports and supplemental information (Provided by Owner) • Transportation Studies or Traffic Impact Analysis (Provided by Owner) • Tree, Topographical and Boundary Survey(Provided by Owner) • Landscape Design/Site Furnishings/Site Lighting/Signage and Graphics • Changes or Additions to the Basic Design Services or Approved Civil Master Plan initiated by owner. • Changes or Additions to the Basic Design Services or Approved Civil Master Plan resulting from unforeseen field conditions encountered during construction. • Permitting associated with the following Jurisdictions: USF&W Exhibit B "Services to be Performed by Engineer" Civil Engineering Design Services: The scope of our Fee Proposal for the Phase 1 Civil Master Plan Implementation project includes Civil Engineering Design associated with: • Preparation of Permit/Construction Documents and Specifications based on the approved Master Plan documents. • Preparation of Plan and Profile sheets for the new roadways within the limits of construction. Roadway sections will match those defined by the architectural master planning. Roadway and Pavement sections will be based on Geotech recommendations provided by the City. • Design of the regional Water Quality Pond noted in the Civil Master Plan. The new pond will provide environmental treatment for the storm water runoff from the Southwest District in accordance with the requirements of the TCEQ. This work will include the preparation, submittal, and approval processing of the WPAP documents required by the TCEQ. • Analysis and Design of the Stormwater runoff collection and conveyance to the Regional Water Quality facility. • Plan and Profile drawings for the construction of Water(Fire and Domestic) Services 12" diameter and larger as defined in the Civil Master Plan within the limits of construction. The City of Round Rock will provide pipe sizes based on the City's water distribution model for the district fire water demands. This effort is based on water service from the City's supply and excludes the design of new water supply facilities. • Plan and Profile drawings for the construction of the Sanitary Sewer Services defined in the Civil Master Plan within the limits of construction. This effort is based on gravity mains to the existing City facilities and excludes new wastewater disposal systems and lift stations. • Contract Administration for civil engineering services. • Permitting and Coordination associated with the following Jurisdictions: • City of Round Rock • TCEQ (WPAP, SCS, TPDES Construction General Permit) • TAS/TDLR • Union Pacific Railroad(Utility Crossings) Exhibit C "Work Schedule" Round Rock SW District Civil Engineering Phase 1 y 2004 12005 ID Task Name Duration days Start Finish -- - ;WA]- -- r - J � JiAiS ,O �N ,D , J FMIJ ( J A1S O 'N ' D J �FIM A �M J � J !A 1 Notice to Proceed Mon 7/14/03 Mon 7/14/03 O 7/14 Civil Engineering 535 days Mon 7/14/03 Fri 7/29/05 3 1 Street Section Coordination 30 days Mon 7/14/03 Fri 8/22/03 4 Schematic Design 30 days Mon 8/25/03 Fri 10/3/03 5 j SD Submittal 0 days Fri 10/3/03 Fri 10/3/03 v�0/3 6 CORR Review and Approval 10 days Mon 10/6/03 Fri 10/17/03 v i 7^ i Design Development 40 days Mon 10/20/03 Fri 12/12/03 8 DD Submittal 0 days Fri 12/12/03 Fri 12/12/03 12/12 9 CORR Review and Approval 10 days Mon 12/15/03 Fri 12/26/03 10 Construction Documentation 50 days Mon 12/29/03 Fri 3/5/04 11 CD Submital 0 days Fri 3/5/04 Fri 3/5/04 /5 12 ! CORR Review and Approval 10 days Mon 3/8/04 Fri 3/19/04 vj 13 Bidding and Negotiation Phase 25 days Mon 3/22/04 Fri 4/23/04 14 Construction Administration 330 days Mon 4/26/04 Fri 7/29/05 Task Milestone O External Tasks Project:Round Rock SW District Phas Slit Date:Tue 6/17/03 p Summary External Milestone Progress Project Summary Deadline Page 1 Exhibit D "Fee Schedule" Our fee for the above services is a Lump Sum amount of$324,000 comprised of• • Project Management $ 26,000 • Architecture Design $ 18,000 • Preparation of Construction Documents $169,000 • Construction Administration $ 39,000 • Permitting(Union Pacific RR, TCEQ and CORR) $ 52,000 • Reimbursable Expenses (Not to Exceed) 20,000 $324,000 e r Exhibit F "Certificates of Insurance" UO/1D/ GUUJ 1'f:UL UVUUU UUG UUU 111 1111111111111111 HAUS 01/01 CERTIFICATE OF LIABILITY INSURANCE PRODUCER Datc:06/16/03 USI Insurance Services, inc. COMPANIES AFFORDING COVERAGE 1946 S. IH-35, Suite 301 A. Liberty Ins. Underwriters Inc Austin,Texas 78704 512-443-0878 B INSURED Page Southerland Page, L.L.P. C. 606 West Avenue Austin, TIS 78701-2725 D. THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with re operations hereinafter described, for the types of insurance and in accordance with the provisions of therespect to the standard policies used by the companies, and further hereinafter described. exceptions to the policies are Hated below. CO TYPE OF INSURANCE POLICY NUMBER )�FFECT)vE LTR EMORATION LIMITS _ AATE DATE GENERAL LL4BII.1Ty GBNBItISL AGGRBC;ATB S PRODUCE'S--0OMP/OP AGG. S PERSONAL&ADV.Dully S EACH OCCURRENCE $ I=DAMAC9E(Any one fire) $ AUIObIOBILE LIABILdTY MED.EXPENSE(Any one pmoa)$ COMBINED SINGLE mar s BODU-Y DOURY(Per pqWW $ BODILY INJURY(Per axidem) S EXCESS LIABII.TI'y PROPERTY DAMA(M S EACH OCCUIZRENC;E S AGGREGATE S WORKER'S CbMPENSATION AND EMPLOYER'S I IA13IL1I Y S'1'.+I,TUTORY LIMITS EACH ACCIDENT $ DISEASE.POLICY LUVUT $ OTHER DISEAS$-POLICy I Ml3' $ A Professionallfabiiity AEE1461290103 03/01/03 03/01/04 Per Claim$5,000,000 DESCRIPTION OF op NS OCATIONS/VBIu( .ES/SPBC�AL TPEMS/EX Aggregate:$5,000,0Oo Project References Civil E ring Pbase I CFPTIONS Prof.List: y P aggregate limit is the total Jensance available for clam presented within the policy period for all operations of insured. The l;�will be reduced by paYmcna of indemnity aad expcnsc. The Cityof Round Rock is not an Additional insured with refit to the professional liability policy, The City of Round RociC is named as additional iztsured with respect to alI policies except Workers' CotvpeAsatioa and Employers' Liability. Should any of the above described mail thirty(30)days written notice to the certificate holder named belowor Changed before the eXPiration date thereof, the issuing company will CERTIFICATL HOLDER: City of hound Rock 221 E.Maim strut SIG F A ORI/ZED REPRESI3NTATIVE Round Rock,'Texas 78664 ame:71m rson 0:\Wd-U70 MS\carr\us9\00033647. oC Ti :Sales Ex five D AR/1R/9nnZ 11/7N 19•F7 rry/DY N/7 01AA7 rAnnl DATE: July 17, 2003 SUBJECT: City Council Meeting - July 24, 2003 ITEM: 11.G.1. Consider a resolution authorizing the Mayor to execute an Agreement for Engineering Services with Page Southerland Page, L.L.P. for the Southwest Downtown District Utility and Street Improvements, Phase I Project. Resource: Tom Word, Chief of P. W. Operations Larry Madsen, Construction Manager History: This project includes the design and construction plans for street, sidewalk, drainage, and sewer and water utilities for the area around the Municipal Office Complex in the Southwest Downtown Area. Improvements will be designed for sections of Brown, West Main, Bagdad, Florence, Harris and San Saba Streets. The total construction cost estimates for phase 1 is three million dollars. Funding: Cost: $324,000 Source of funds: Capital Project Funds (Go Bond 2001) Outside Resources: PageSoutherland Page Impact/Benefit: N/A Public Comment: N/A Sponsor: N/A EXECUTED DOCUMENT FOLLOWS ROUND ROCK,TEXAS Pf1E�P"PASSION.PROSPf.RiTY CITY OF ROUND ROCK AGREEMENT FOR ENGINEERING SERVICES WITH PAGE SOUTHERLAND PAGE, LLP FOR SOUTHWEST DOWNTOWN DISTRICT UTILITY AND STREET IMPROVEMENTS, PHASE I THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS AGRE MENT FOR ENGINEERING SERVICES ("Agreement") is made and entered into on this the day of the month of , 2003, by and between the CITY OF ROUND ROCK, a Texas home-rule municipal Vorporat1n, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and PageSoutherlandPage, LLP, whose principal place of business is located at 606 West Avenue, Austin, Texas 78701, (hereinafter called "Engineer"), and such Agreement 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: CONTRACT DOCUMENTS The Contract Documents consist of this Agreement and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Agreement) and all Supplemental Agreements (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Agreement as if attached to this Agreement or repeated herein. Engineering Sery Agreement-4-2003 F'le name.000 2945 Rev.4/1/03 � -D' 1 • t ARTICLE 1 SCOPE OF SERVICES TO BE PERFORMED BY CITY City shall perform or provide services as identified in Exhibit A entitled "Services to be Performed by City." ARTICLE 2 SCOPE OF SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform engineering services as identified in Exhibit B entitled "Services to be Performed by Engineer." Engineer shall develop a mutually acceptable schedule of work as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineer's Scope of Services under this Agreement 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 work performed. Should the review times take longer than shown on the Work Schedule, through no fault of Engineer, additional time may be authorized by City through a written Supplemental Agreement only if same is requested by a timely written request from Engineer which is approved by City. ARTICLE 3 CONTRACT TERM (1) Term. This Agreement shall be from the date hereof and shall terminate at the close of business on the 29th day of the month of July, 2005, unless extended by written Supplemental Agreement executed by Engineer and City prior to the date of termination, or as otherwise terminated as provided in Article 20 entitled "Termination." Any work 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 work under this Agreement will not be completed before the termination date. In that event City may, at its sole discretion, extend the contract term by timely written Supplemental Agreement. Engineer shall allow adequate time for review and approval of his/her/its request for time extension by City prior to expiration of this Agreement. (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 services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in the highest professional manner. Rev.4/1/03 2 (3) Notice to Proceed. After execution of this Agreement, Engineer shall not proceed with work delineated in Article 2 entitled "Scope of Services to be Performed by Engineer" and in Exhibit B entitled "Services to be Performed by Engineer" until authorized in writing by City to proceed as provided in Article 7 entitled"Notice to Proceed." 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 Agreement. The amount payable under this Agreement, without modification of the Agreement as provided herein, is the sum of Three Hundred Twenty Four Thousand Dollars ($324,000) as shown in Exhibit D entitled "Fee Schedule." The lump sum amount payable may be revised only by written Supplemental Agreement in the event of a change in scope, additional complexity from that originally anticipated, or change in character of work as authorized by City. 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 "Services to be Performed by Engineer." Satisfactory progress of work shall be maintained as an absolute condition of payment. The fee herein referenced may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer for services rendered shall be made while work is 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 work 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 work tasks identified in Exhibit D entitled "Fee Schedule." Progress payments shall be made by City based upon work actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which, notwithstanding anything herein to the contrary, is due and payable within thirty(30) days. City reserves the right to withhold payment pending verification Rev.4/1/03 3 of satisfactory work 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 City receives the supplies, materials, equipment, or 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 the supplies, materials, equipment, or 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 to payments made by City 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 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 Agreement 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 City shall issue a written authorization to proceed with work identified in the Scope of Services. City shall not be responsible for actions by Engineer or any costs incurred by Engineer relating to additional work not included in Exhibit B entitled"Services to be Performed by Engineer." Rev.4/1/03 4 ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Agreement is as follows: Larry Madsen, Liaison Construction Manager 2008 Enterprise Round Rock, Texas 78664 Telephone Number(512) 218-5552 Fax Number(512)218-5563 Email Address larrym@round-rock.tx.us City's Designated Representative shall be authorized to act on City's behalf with respect to this project. 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 Engineer's services. Engineer's Designated Representative for purposes of this Agreement is as follows: PageSoutherlandPage, LLP Michael J. Mace, Senior Vice President 606 West Avenue Austin, Texas 78701 Telephone Number(512) 472-6721 Fax Number (512) 477-3211 Email Address mmace@psp.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the work, 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 work. 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 Engineer's services and work. Should City determine that the progress in production of work 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 work, including but not limited to the following: Rev.4/1/03 5 (1) Problems, delays, adverse conditions which may materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the work schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the work, but not to terminate this Agreement, 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 work may be reinstated and resumed in full force and effect within sixty(60) days of receipt of written notice from City to resume the work. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If City suspends the work, the contract period as determined in Article 3 is not affected and this Agreement will terminate on the date specified unless this Agreement is amended indicating otherwise. City assumes no liability for work performed or costs incurred prior to the date authorized by City for Engineer to begin work, and/or during periods when work is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL WORK If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Agreement 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 Agreement will be executed between the parties as provided in Article 13 entitled "Supplemental Agreements." Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Agreement. 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 work authorized in this Agreement or any amendments thereto. ARTICLE 12 CHANGES IN WORK If City deems it necessary to request changes to previously satisfactorily completed work or parts thereof which involve changes to the original scope of services or character of work under this Agreement, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional work and paid for as specified under Article 11 entitled "Additional Work." Rev.4/1/03 6 Engineer shall make revisions to work 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 work. ARTICLE 13 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement if City determines that there has been a significant change in (1) the scope, complexity or character of the service to be performed, or (2) the duration of the work. Any such Supplemental Agreement must be duly authorized by City Council Resolution. Where such City Council authorization is required, Engineer shall not proceed until the appropriate Resolution has been adopted. Additional compensation, if appropriate, shall be identified as provided in Article 4 entitled"Compensation." Both parties must execute any written Supplemental Agreement within the contract period specified in Article 3 entitled"Contract Term." It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until City grants full execution of the written Supplemental Agreement and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory work performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Agreement are the exclusive property of City and shall be furnished to City upon request. All documents prepared by Engineer and all documents furnished to Engineer by City shall be delivered to City upon completion or termination of this Agreement. Engineer, at his/her/its own expense, may retain copies of such documents or any other data which he/she/it has furnished City under this Agreement. Any release of information shall be in conformance with requirements of the Texas Open Records Act. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at his/her/its own expense, quarters for the performance of all services, and adequate and sufficient personnel and equipment to perform the 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 work shall immediately be removed from association with the project when so instructed by City. Engineer certifies that he/she/it presently has adequate qualified personnel in his/her/its employment for performance of the services required under this Agreement, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. Rev.4/1/03 7 ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the work under this Agreement without prior written approval from City. All subcontracts shall include the provisions required in this Agreement and shall be approved as to form, in writing, by City prior to work being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Agreement. ARTICLE 17 EVALUATION OF WORK City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the work 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 Agreement, 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 Agreement may be terminated before the stated termination date by any of the following conditions. (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 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. Rev.4/1/03 8 (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 services and obligations described herein. Should City terminate this Agreement 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 work performed by Engineer prior to termination, City shall be the sole judge. Compensation for work at termination will be based on a percentage of the work completed at that time. Should City terminate this Agreement 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 Agreement or if City terminates this Agreement for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the work to the date of default, the amount of work required which was satisfactorily completed to date of default, the value of the work which is usable to City, the cost to City of employing another firm to complete the work required and the time required to do so, and other factors which affect the value to City of the work performed at the time of default. The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Agreement, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Agreement is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the work to completion. In such case, Engineer shall be liable to City for any additional 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 scope of services under this Agreement. 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 Agreement, 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 professional services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the 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. Rev.4/1/03 9 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 Agreement, which are caused by or which result from error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. Engineer shall also save and hold City harmless from any and all expenses, including but not limited to attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its work and shall promptly make necessary revisions or corrections 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 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 Agreement, 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 Agreement. For breach or violation of this warranty, City reserves and shall have the right to annul this Agreement 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. Rev.4/1/03 10 ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Agreement is in effect professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Agreement to maintain during the term of this Agreement, 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 Agreement, 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: 1. Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or any change in the limit or scope of coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Engineer shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. 2. Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which are the sole responsibility of and at the sole risk of Engineer. 3. The term "City" or "City of Round Rock" shall include all authorities, boards, commissions, departments, and officers of City and the individual members and employees thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. 4. 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. Rev.4/1/03 I1 (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 F 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. ARTICLE 28 SUCCESSORS AND ASSIGNS This Agreement 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 Agreement, 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 Agreement 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 Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Agreement 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 Agreement 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 Agreement. Rev.4/1/03 12 ARTICLE 32 NOTICES All notices to either party by the other required under this Agreement 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 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: PageSoutherlandPage, LLP Michael J. Mace 606 West Avenue 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 services for each phase of this Agreement within the agreed Work Schedule may constitute a material breach of this Agreement. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Engineer's failure to perform in these circumstances, City may 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 Agreement 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 Agreement 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 Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. Rev.4/1/03 13 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 Agreement and that he/she has full and complete authority to enter into this Agreement on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Agreement. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same on its behalf by Resolution No. P--Q -x"17 0��-�l , approved by the Ci Cou cil on the day of the month of 200 , and Engineer, , signing by and roug his/her/its duly authorized representati e(s), thereby binding th parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROUND ROCK,TEX By: .pAaxwe 1, Mayor ATTEST: By. �%� Christine Martinez, City Secretary PageSoutherlandPage, LLP: By: PSP Architects-Engineers, Inc. Managing Partner By:/)rn�- Matthew F. Kreisle III, Principal as officer of PSP A-E,Inc. Rev.4/1/03 14 LIST OF EXHIBITS ATTACHED (1) Exhibit A "Services to be Performed by City" (2) Exhibit B "Services to be Performed by Engineer" (3) Exhibit C "Work Schedule" (4)Exhibit D "Fee Schedule" (5) Exhibit E "Work Authorizations" (6) Exhibit F "Certificates of Insurance" Rev.4/1/03 15 Exhibit A "Services to be Performed by City" The following services are excluded from the Basic Design Services fee and are to be considered Additional Services: • Zoning and Re-Subdivision • Environmental Assessments • Preparation of easement dedication/vacation exhibits.—(Provided by Licensed Surveyor) • Storm Water Detention Facilities. Run-off from the district will flow uncontrolled to Lake Creek. • FEMA Flood Plain Analysis/Reports and supplemental information(Provided by Owner) • Transportation Studies or Traffic Impact Analysis (Provided by Owner) • Tree, Topographical and Boundary Survey(Provided by Owner) • Landscape Design/Site Furnishings/Site Lighting/Signage and Graphics • Changes or Additions to the Basic Design Services or Approved Civil Master Plan initiated by owner. • Changes or Additions to the Basic Design Services or Approved Civil Master Plan resulting from unforeseen field conditions encountered during construction. • Permitting associated with the following Jurisdictions: USF&W Exhibit B "Services to be Performed by Engineer" Civil Engineering Design Services: The scope of our Fee Proposal for the Phase 1 Civil Master Plan Implementation project includes Civil Engineering Design associated with: • Preparation of Permit/Construction Documents and Specifications based on the approved Master Plan documents. • Preparation of Plan and Profile sheets for the new roadways within the limits of construction. Roadway sections will match those defined by the architectural master planning. Roadway and Pavement sections will be based on Geotech recommendations provided by the City. • Design of the regional Water Quality Pond noted in the Civil Master Plan. The new pond will provide environmental treatment for the storm water runoff from the Southwest District in accordance with the requirements of the TCEQ. This work will include the preparation, submittal, and approval processing of the WPAP documents required by the TCEQ. • Analysis and Design of the Stormwater runoff collection and conveyance to the Regional Water Quality facility. • Plan and Profile drawings for the construction of Water(Fire and Domestic) Services 12" diameter and larger as defined in the Civil Master Plan within the limits of construction. The City of Round Rock will provide pipe sizes based on the City's water distribution model for the district fire water demands. This effort is based on water service from the City's supply and excludes the design of new water supply facilities. • Plan and Profile drawings for the construction of the Sanitary Sewer Services defined in the Civil Master Plan within the limits of construction. This effort is based on gravity mains to the existing City facilities and excludes new wastewater disposal systems and lift stations. • Contract Administration for civil engineering services. • Permitting and Coordination associated with the following Jurisdictions: • City of Round Rock • TCEQ (WPAP, SCS, TPDES Construction General Permit) • TAS/TDLR • Union Pacific Railroad(Utility Crossings) Exhibit C "Work Schedule" Round Rock SW District Civil Engineering Phase 1 r o 2004 200.5 ID Task Name Duration Start Finish J J A S O N D J 'F M A M J J j A S j O N D J F M 1 A M J] J A - ---- -- a -- - — — 1 Notice to Proceed 0 days Mon 7/14/03 Mon- 7/14/03 0 7/14 2 Civil Engineering 535 days Mon 7/14/03 Fri 7/29/05 3 Street Section Coordination 30 days Mon 7/14/03 Fri 8/22/03 _ �9 Y 4 Schematic Design 30 days Mon 8/25/03 Fn 10/3/03 5 SD Submittal 0 days Fn 10/3/03 Fn 10/3/03; 10/3 6 CORR Review and Approval 10 days Mon 10/6/03 Fri 10/17/03 n 7 Design Development 40 days Mon 10/20/03 Fri 12/12/03 ( h 8 DD Submittal 0 days Fri 12/12/03 Fri 12/12/03 9 CORR Review and Approval 10 days Mon 12/15/03 Fri 12/26/03 ��♦Y 10 Construction Documentation 50 days Mon 12/29/03 Fri 3/5/04 j 11 CD Submital 0 days Fri 3/5/04 Fri 3/5/041 3/5 12 CORR Review and Approval 10 days Mon 3/8/04 Fri 3/19/04 13 Bidding and Negotiation Phase 25 days Mon 3/22/04 Fri 4/23/04 14 Construction Administration 330 days Mon 4/26/04 Fri 7/29/05 - ------"-- --- - � Task I Milestone O External Tasks � r Project:Round Rock SW District Phas Date:Tue 6/17/03 Split Summary External Milestone Progress Project Summary Deadline Page 1 a Exhibit D "Fee Schedule" Our fee for the above services is a Lump Sum amount of$324,000 comprised of: • Project Management $ 26,000 • Architecture Design $ 18,000 • Preparation of Construction Documents $169,000 • Construction Administration $ 39,000 • Permitting (Union Pacific RR, TCEQ and CORR) $ 52,000 • Reimbursable Expenses (Not to Exceed) $ 20,000 $324,000 Exhibit F "Certificates of Insurance" uoi nor GGGJ i4:uc UGCJYJGCJCJCICIYJrJ 111 1111111111111111 r'Alat 41/01 CERTIFICATE OF LIABILITY INSURANCE Date:06/16/03 PRODUCER COMPANIES AFFORDING COVERAGE USI Insurance Services, Inc. A. Liberty Ins. Underwriters Inc 1946 S. IH-35, Suite 301 Austin„ Texas 78704 B. 512-443-0878 INSURED C. PageSoutherland Page, L.L.P. 606 West Avenue D. Austin, TX 78701-2725 THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO TYPE OF INSURANC)E POLICY NUMBER EFFECTIVE EXPIRATION LIMITS LTR DATE DATE GENERAL LIABILITY GENERAL AGGREGATE S PRODUCE'S-COMP/OP AGG. a PERSONAL&AAV.INJURY $ EACH OCCURRENCE $ PIRS DAMAGE(Any one&c) $ MED.EXPENSE(Any one person)$ AuTOMOBU,E LIABILITY COMBINED SINGLE LBUT $ BODILY INJURY(Per persor0 $ BODILY INJURY(Per accident) $ PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ WORKER'S COMPENSATION AND EMPLOYER'S LIAEILITY S'T'ATUTORY LIMITS EACH ACCIDENT` $ WSEASE-POLICY LIMIT $ DISEAS$-POLICY JX%JJT $ OTHER A Professional Liability AEE1961290103 03/01/03 03/01/04 Per Claim$5,000,000 Aggregate: $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS7)RIUCLES/SPECIAL ITEMS/EXCEPTIONS Project Reference:Civil lEngineering Phase I Prof.Llab:Tlw aggregate limit is the total insurance available for claims presented within the policy period for all operations of insured. The limit will be reduced by payment of indemnity and expense. The City of Round Rock is not an additional insured with respect to the professional liability policy. The City of Round Rock is flamed as additional insured with respect to all policies except Workers' Compensation and Employers' Liability. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will trail thirty(30)days written notice to the certificate holder named below. CERTIFICATE HOLDER: City of hound Rock gSIGF A ORIZED REPRESENTATIVE 2.21 E. Main Street Round Rock,'Texas 78664m ersOn five 0:lwdox\PO RIMS\cornu n1100033647,DOC 06/16/2003 MON 12:57 (TX/RX NO 91941 16001