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Contract - Prota Inc. - 6/22/2015 City of Round Rock, Texas Contract Forms Standard Form of Agreement: Section 00500 City of Round Rock, Texas Standard Form of Agreement between Owner and Contractor AGREEMENT made as of the (V'day of6in the year 20WiL �. BETWEEN the Owner: City of Round Rock,Texas(hereafter"Owner"or"City") 221 East Main Street Round Rock,Texas 78664 and the Contractor Prota,Inc. ("Contractor") P.O.Box 342195 Austin,Texas 78734 The Project is described as: Phase VI-Reuse Water Transmission Main The Engineer is: Freese and Nichols,Inc. Anne Carrel,P.E. 10431 Morado Circle, Suite 300 Austin,Texas 78759 For and in consideration of the mutual terms, conditions and covenants of this Agreement and all accompanying documents between Owner and Contractor, the receipt and sufficiency of which are hereby acknowledged,Owner and Contractor agree as follows: ARTICLE I THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications,appears in Article 7. ARTICLE 2 THE WORK OF THIS CONTRACT Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. 00500 8-2012 Page 1 of 5 Standard Form of Agreement 00196515 f ARTICLE 3 DATE OF COMMENCEMENT; DATE OF SUBSTANTIAL COMPLETION;DATE OF FINAL COMPLETION 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a Notice to Proceed issued by Owner. 3.2 The Contract Time shall be measured from the date delineated in the Notice to Proceed. 3.3 Contractor shall commence Work within fourteen (14 ) calendar days from the date delineated in the Notice to Proceed. 3.4 Contractor shall achieve Substantial Completion of the items of Work listed on Attachment A to this Agreement no later than N/A (N/A ) calendar days from issuance by Owner of Notice to Proceed, and Contractor shall achieve Substantial Completion of the entire Work no later than ninety 90 )calendar days from issuance by Owner of Notice to Proceed, subject to adjustments of this Contract Time as provided in the Contract Documents. 3.5 If Contractor fails to achieve Substantial Completion of the Work(or any portion thereof) on or before the date(s) specified for Substantial Completion in the Agreement, Contractor shall pay to Owner, as liquidated 1 damages,the sum of two hundred fifty {` and No/100 Dollars($250.00 )for each calendar day that Substantial Completion is delayed after the date(s) specified for Substantial Completion. It is hereby agreed that the liquidated damages to which Owner is entitled hereunder are a reasonable forecast of just compensation for the harm that would be caused by Contractor's failure to achieve Substantial Completion of the Work(or any portion thereof) on or before the date(s)specified for Substantial Completion in the Agreement. It is agreed that the harm that would be caused by such failure, which includes loss of expected use of the Project areas, provision of alternative storage facilities and rescheduling of moving and occupancy dates,is one that is incapable or very difficult of accurate estimation.It is hereby agreed that if Substantial Completion of the Work(or any portion thereof)is not achieved on or before thirty(30)days after the date(s) specified for Substantial Completion in the Agreement, the Owner shall have the option to either collect liquidated damages as set forth herein or to thereafter rely on its remedies under the Contract Documents and at law and in equity, including without limitation, the recovery of actual damages. The date(s) specified for Substantial Completion of the Work(or any portion thereof)in the Agreement shall be subject to adjustment as provided in the Contract Documents. 3.6 Contractor shall achieve Final Completion of the entire Work no later than one hundred ten 11(0)calendar days from issuance by Owner of Notice to Proceed. ARTICLE 4 CONTRACT SUM 4.1 Owner shall pay Contractor the Contract Sum in current funds for Contractor's performance of the Contract.The Contract Sum shall be Four Hundred Eighty-Two Thousand Dollars and No Cents 000.00, ($482 ),subject to additions and deductions as provided in the Contract Documents. 4.2 The Contract Sum is based upon the following alternates which are described in the Contract Documents and are hereby/accepted by Owner: /V J Page 2 of 5 i ARTICLE 5 PAYMENTS ' 5.1 PROGRESS PAYMENTS 5.1.1 Based upon Applications for Payment submitted to Engineer and Owner by Contractor,and Certificates for Payment issued by Engineer and not disputed by Owner and/or Owner's lender, Owner shall make progress payments on account of the Contract Sum to Contractor as provided below,in Article 14 of the City of Round Rock General Conditions,and elsewhere in the Contract Documents. 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. 5.1.3 Provided that an Application for Payment is received by Engineer and Owner, and Engineer issues a Certificate of Payment not later than the tenth(10th) day of a month, Owner shall make payment to Contractor not later than the tenth(10th) day of the next month. If an Application for Payment is received by Engineer and Owner after the application date fixed above,payment shall be made by Owner not later than one month after the Engineer issues a Certificate for Payment. 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as Engineer and Owner may require. This schedule, unless objected to by Engineer or Owner,shall be used as a basis for reviewing Contractor's Applications for Payment. 5.1.5 Applications for Payment shall warrant the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as provided in Article 14 of the City of Round Rock General Conditions. 5.1.7 Except with Owner's prior written approval, Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. 5.2 FINAL PAYMENT I 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by Owner to Contractor when: .1 Contractor has fully performed the Contract except for Contractor's responsibility to correct Work,and to satisfy other requirements, if any,which extend beyond final payment;and .2 a final Certificate for Payment has been issued by Engineer. 5.2.2 Owner's final payment to Contractor shall be made no later than thirty (30) days after the issuance of Engineer's final Certificate for Payment. In no event shall final payment be required to be made prior to thirty(30) days after all Work on the Contract has been fully performed. Defects in the Work discovered prior to final payment shall be treated as non-conforming Work and shall be corrected by Contractor prior to final payment, and shall not be treated as warranty items. ARTICLE 6 TERMINATION OR SUSPENSION I 6.1 The Contract may be terminated by Owner or Contractor as provided in Article 15 of the City of Round Rock General Conditions. Page 3 of 5 4 I 6.2 The Work may be suspended by Owner as provided in Article 15 of the City of Round Rock General Conditions. ARTICLE 7 ENUMERATION OF CONTRACT DOCUMENTS 7.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are I enumerated as follows: 7.1.1 The Agreement is this executed version of the City of Round Rock, Texas Standard Form of Agreement between Owner and Contractor,as modified. 7.1.2 The General Conditions are the "City of Round Rock Contract Forms 00700," General Conditions, as modified. 7.1.3 The Supplementary, Special, and other Conditions of the Contract are those contained in the Project Manual dated March 2015 7.1.4 The Specifications are those contained in the Project Manual dated March 2015 7.1.5 The Drawings,if any,are those contained in the Project Manual dated March 2015 7.1.6 The Insurance&Construction Bond Forms of the Contract are those contained in the Project Manual dated March 2015 7.1.7 The Notice to Bidders,Instructions to Bidders,Bid Form,and Addenda,if any,are those contained in the Project Manual dated March 2015 7.1.8 If this Agreement covers construction involving federal funds, thereby requiring inclusion of mandated contract clauses, such federally required clauses are those contained in the "City of Round Rock Contract Forms 03000,"Federally Required Contract Clauses,as modified. 7.1.9 Other documents,if any,forming part of the Contract Documents are as follows: ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Where reference is made in this Agreement to a provision of any document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 8.2 Owner's representative is: /i�' at- i C I V 8.3 Contractor's representative is: Michelle Borg,CEO P.O.Box 342195 Austin,Texas 78734 512-535-2555 8.4 Neither Owner's nor Contractor's representative shall be changed without ten (10) days' written notice to the other party. 8.5 Waiver of any breach of this Agreement shall not constitute waiver of any subsequent breach. Page 4 of 5 G 8.6 Owner agrees to pay Contractor from available funds for satisfactory performance of this Agreement in accordance with the bid or proposal submitted therefor,subject to proper additions and deductions,all as provided in the General Conditions, Supplemental Conditions, and Special Conditions of this Agreement, and Owner agrees to make payments on account thereof as provided therein. Lack of funds shall render this Agreement null and void to the extent funds are not available. This Agreement is a commitment of City of Round Rock's current revenues only. 8.7 Although this Agreement is drawn by Owner, both parties hereto expressly agree and assert that, in the event of any dispute over its meaning or application,this Agreement shall be interpreted reasonably and fairly, and neither more strongly for nor against either party. 8.8 This Agreement shall be enforceable in Round Rock,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. 8.9 Both parties hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by an arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute. 8.10 The parties, by execution of this Agreement, bind themselves, their heirs, successors, assigns, and legal ! representatives for the full and faithful performance of the terms and provisions hereof. This Agreement is entered into as of the day and year first written above and is executed in at least three(3) original copies, of which one is to be delivered to Contractor, one to Engineer for use in the administration of the Contract,and the remainder to Owner. 1 OWNER CONTRA OR l CITY M ROCK,TEXAS PROTA, C. L,i Printed Name: h Printetf Name: elle Borg Title Title'/ CEO Date Signed: -j-2 ' �j Date Signed: (-0..s ATTEST: 9,&� .I City Crerk FOR I Y,APP OVED A TO ORM: City Att ey Page 5 of 5 Bond No. 09067472 PERFORMANCE BOND THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § That Prota, Inc. _ of the City of Austin _ County of Travis , and State of Texas as Principal, and Fidelit and Deposit Company authorized under the law of the State of Texas to act as surety on bonds lofr grin ipa s, are held and firmly bound unto THE CITY OF ROUND ROCK,TEXAS, (Owner), in the penal sum of Four Hundred Eighty-Two Thousand and no/100-- Dollars Dollars ($ 482,000.00-- ) for the payment whereof, well and truly to be made the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns,jointly and severally, by these presents: WHEREAS, the 4rii�cipal has entered into a certain written Agreement with the Owner dated the �2 I day of_ r/1.11, ___, 2015 to which the Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein consisting of: Phase VI- Reuse Water Transmission Main (Name of the Project) NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform said Agreement and shall, in all respects, duly and faithfully observe and perform all and singular the covenants, conditions and agreements in and by said Agreement, agreed and covenanted by the Principal to be observed and performed, including but not limited to, the repair of any and all defects in said work occasioned by and resulting from defects in materials furnished by or workmanship of, the Principal in performing the Work covered by said Agreement and occurring within a period of twelve (12) months from the date of Final Completion and all other covenants and conditions, according to the true intent and meaning of said Agreement and the Plans and Specifications hereto annexed, then this obligation shall be void; otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253, Texas Government code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter 2253 to the same extent as if it were copied at length herein. IPage 1 00610 7-2009 Performance Bond 00090656 I PERFORMANCE BOND (continued) Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the term of the Agreement, or to the Work performed thereunder, or the Plans, Specifications, or drawings accompanying the same, shall in anywise affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement, or to the work to be performed thereunder. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this _ day of __' 2015 . Prota, Inc. . Fidelity and Deposit Company of Maryland Principal Surety Kimberly J. Smith_ Printed Name Printed Name By: By: /U , . Title: Title: Attorney- Fa Address: P.O. Box 342195 Address: 1001 Summilf Blvd Ste. 1700 Austin TX 78734 Atlanta, GA 30319 Resident Agent of Surety,;,? Signature Insurica, K mberly J. Smith Printed Name 19450 State Highway 249 Ste. 550 Street Address Houston TX 77070 City, State &Zip Code Page 2 00610 7-2009 Performance Bond 00090656 PAYMENT BOND Bond No. 09067472 THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON § That Prota, Inc. of the City of Austin County of Travis---, and State of Texas as Principal iFidelityand Deposit authorized under the laws of the State of Texas to act as Surety on 'ons Cor rincyipare held and firmly bound unto THE CITY OF ROUND ROCK, (OWNER), and all subcontractors, workers, laborers, mechanics and suppliers as their interest may appear, all of whom shall have the right to sue upon this bond, in the penal sum of Four Hundred Eighty-Two Thousand andn no/100-- _ Dollars ($ _ 482,000.00-- ) for the payment whereof, well and truly be made the said Principal and Surety bind themselves and their heirs, administrators, executors, successors, and assigns,jointly and severally, by these presents: WHEREAS, the Principal has entered into a certain written Agreement with the Owner, dated the "�L _ day of _ JP1_< , __, 20 15 , to which Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein consisting of: Phase IV - Reuse Water Transmission Main ® (Name of the Project) '^ NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall well and truly pay all subcontractors, workers, laborers, mechanics, and suppliers, all monies to them owing by said Principals for subcontracts, work, labor, equipment, supplies and materials done and furnished for the construction of the improvements of said Agreement, then this obligation shall be and become null and void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253, Texas Government code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter 2253 to the same extent as if it were copied at length herein. Pagel 00620 7-2009 Payment Bond 00090656 PAYMENT BOND (continued) Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement, or to the Work performed thereunder, or the plans, specifications or drawings accompanying the same shall in anywise affect it's obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or ® addition to the terms of the contract, or to the work to be performed thereunder. ■� IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this Instrument ® this day of , 20_15. Prota, Inc. Fidelity and Deposit Company of Maryland Principal Surety i V)-c 1 ; zf Kimberly J. Smith Printed Name Printed N me By. By. Title: Title: Attorney-In ct Address: _ P.O. Box 243195 _ Address: 1001 Summitr Blvd. , Ste. 1700 Austin TX 78734 Atlanta, GA 30319 Residen�,'Agent of Surety: Sign aturee Insurica, Kimberly J.Smith Printed Name 19450 State Highway 249 #550 Street Address— Houston TX 77070 Page 2 00620 7-2009 Payment Bond 00090656 i AC�� F CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/2/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lesa May, CIC INSURICA PHONE NE Ext: (800)331-8959 A/XC-CAINo):(866)652-9367 3721 Executive Center Dr # 200 E-MAIL ADDRESS:lmay @INSURICA.com INSURER(S)AFFORDING COVERAGE NAIC# Austin TX 78731 INsuRER A Mrans ortation Insurance Company 20494 INSURED INSURER B American Casualty Co. of Reading PA 20427 Prota, Inc. INSURERC:Travelers Property Casualty Co of 25674 P. O. Box 342195 INSURER D: INSURER E Austin TR 78734 INSURER F: COVERAGES CERTIFICATE NUMBER:15/16 GL,Auto,WC,Umbr REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YMM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE LX] OCCUR DAMAGE PREMISES TO RENEa occurrenceT $ �ED 100 000 5091756112 4/28/2015 4/28/2016 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY� PE� E:1 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 B X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED 5091756143 4/28/2015 4/28/2016 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS Per accident) ccident $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 C EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I X I RETENTION$ 10,000 ZUP15N7599315NF 4/28/2015 4/28/2016 $ WORKERS COMPENSATIONPER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A A (Mandatory in NH) 5093357438 4/28/2015 4/28/2016 E.L.DISEASE-EA EMPLOYE $ 1 000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1 000 000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project: Phase VI - Reuse Water Transmission Main SEE ATTACHED. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Round Rock, Texas THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 221 East Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Round Rock, TX 78664 AUTHORIZED REPRESENTATIVE Devin Stewart/LMAY �«-� rr �+ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS171125(9n14nn