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Contract - AECOM Technical Services, Inc. - 8/13/2015 J!ROUND ROCK,TEXAS POSE M"O;L PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: AECOM TECHNICAL SERVICES, INC. ("Engineer") ADDRESS: 9400 Amberl4len Boulevard, Austin,TX 78729 PROJECT: Dam 101 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the Pday of , 2015 by and between the CITY OF ROUND ROCK, a Texas home- 17-7 rule municipal corporati6ki, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Engineering Services Contract Rev.04/13 0199.1533;00338555 00296523 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for all engineering services performed and to be performed under this Contract. Engineer shall be paid on the basis of actual hours worked by employees performing work associated with this Contract, in accordance with the Fee Schedule attached hereto as Exhibit D. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsultant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of Seventy-Nine Thousand Three Hundred Thirty-Seven and No/100 Dollars, ($79,337.00). Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services". Satisfactory progress of work shall be an absolute condition of payment. The maximum amount payable herein may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve 3 Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A.,Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: Alysha Girard Project Manager 2008 Enterprise Drive Round Rock,TX 78664 Telephone Number(512) 218-6646 4 Fax Number(512) 218-5536 Email Address agirard@roundrocktexas.gov City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Darrell L. Jones, P.E. Sr. Project Manager 9400 Amberglen Boulevard Austin,TX 78729 Telephone Number(512) 419-5897 Fax Number(512) 454-8807 Email Address darrell.jones@aecom.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or(2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed), shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall indemnify, defend and hold harmless Engineer from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer-shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 Services completed at that time. Should City tenninate this Contract under Subsection (4) immediately above, then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(30) days. If Engineer defaults in the perfonnance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 10 Engineer shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON-COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage,brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and 11 otherwise acceptable to City. Engineer shall also notify City, within twenty-four(24) hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each Subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section(3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Engineer shall notify City thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, and such notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock,Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. 12 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 13 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Darrell L. Jones, P.E. Sr. Project Manager 9400 Amberglen Boulevard Austin, TX 78729 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 14 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion,judgment, approval,review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROCK, TEXAS APPR VE AS TO FO By: Alan Mc raw, Mayor Stephan L.VSheets, City Attorney ATTEST: By: �� ai (A VTUcr Sara L. White, City Clerk AECOM TECHNICAL SERVICES, INC. By: —� Signature of Principal Printed Name: Tyler P. Jones 15 LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 16 EXHIBIT B Engineering Services Proposed AECOM Scope of Work (SOW) - City of Round Rock- Proposed Dam 101 Geophysical Survey to Investigate Foundation of Proposed Dam 101 — Rev 1 June 26, 2015 BACKGROUND The City of Round Rock (City) and the Upper Brushy Creek Water Control and Improvement District (District) are jointly pursuing flood control and mitigation projects within the Lake Creek Watershed. The City wishes to design and construct Dam 101 as part of this effort. The purpose of this proposal is to provide the initial geophysical investigation, required as a precursor to the more intrusive boring program, required for the dam's foundation investigation. GEOPHYSICAL SURVEY APPROACH AND EXECUTION The objective of the geophysical investigation is to characterize the condition of the karstic, solution-prone limestone bedrock underlying the proposed Dam 101 alignment. The investigation will consist of an electrical resistivity imaging (ERI) survey. Electrical resistivity imaging (ERI) provides a rapid and cost-effective means of measuring electrical resistivities of subsurface materials. The method relies on the principle that different subsurface materials resist the flow of electrical current to varying degrees. In general, soil and rock act as electrical insulators and are highly resistive. The flow of electrical current is primarily through moisture-filled pore spaces. The observed resistivity is controlled by the following: rock composition, porosity, permeability, amount of water within the pore spaces, and the concentration of dissolved solids within the pore fluids. Therefore, resistivity measurements yield useful information for the characterization of the stratigraphy, structure, and composition of the subsurface. The following physical characteristics of subsurface materials reduce resistivity: increasing water content, increasing groundwater salinity, increasing clay content, and decreasing grain size. If groundwater is present to fill void spaces, the increased porosity in soil and bedrock materials, degree of weathering, and number of fractures in bedrock materials typically result in relatively decreased resistivity values. Conversely, resistivity values typically increase with an increasing degree of compaction or lithification. A direct current (DC) electrical resistivity survey is conducted by placing two pairs of electrodes in the ground and connecting them to a power source to create a simple electric circuit in the subsurface. An electric current is passed through two of the electrodes (i.e. current electrodes), and the resulting voltage is measured at various locations along the ground surface between a second pair of electrodes (i.e. potential electrodes). Subsurface resistivity values are calculated from the separation and geometry of the electrode positions, the amount of applied current, and the measured voltage across the potential electrodes. Water-bearing fracture zones, and saturated, mud-filled karstic voids appear on these profiles as low resistivity zones in contrast to surrounding, more resistive, un-fractured and B-1 under-saturated bedrock. Air-filled voids such as conduits and caves will be represented as regions of very high resistivity. An example of an ERI investigation AECOM completed to identify subsurface karst features indicative of potential ground subsidence or preferred pathways for groundwater seepage is shown below. Figure 1 — Example ERI Results for Delineation of Karst Features a Y o x ,m ,m m x,r ,A ,x .m .x sm ,sh ra �wxa+�o.,,..ro.1 em uo ero ax ,cm ,ov nm „x ,mo ,:x um ,em ,•x „ z o x ,m ,x roo m sar ix wa .m so, sx mr asom...n..1xo ax am ,x ,mo ,rsr „ac „x „ra ,zv ,wo ua +.m ,m w,orovK im<.w.aKe„ •,.e e..,,,.v„<.wm,p. 0 vw,v�cA.,eww.. Lratml 50 10a ` Mv,orekd AdertvnYl Pee,xaYb Wab Algatim 1 150 i Snedn_F,e hYryvlafnntlTaptlimonAa lnmtonv 200 250.. y.h.w< x YvvrprvN WrstFmu2 w3h RdiEw3Y LVM,eNe Na,Nap Tux,n,dalimevere E 800: ♦ averye 1Kars3 Feiwe,MN Rtl>ovtly ReslsiNe Mae.Ws � 350 E 400 dry rn.havo new ; 500Io v.ew,��o'.«o w,•:•b ` s«w..a.v.aa.Ta.... BJO o;-I 650 _ 700 750 870 850 900 950 1000 10000 AECOM will collect up to 7,340 feet of ERI data along a series of four transects extending along the axis of the dam as shown on Figure 2 and summarized in Table 1 below. B-2 Approximate Length Line# of ERI Transects 1 2,650 2 1,650 3 1,740 4 1,300 Sub Total 7,340 Upon completion of the geophysical data collection, AECOM will collect positional data of surveyed locations of the geophysical transect lines. The positional data will be collected using a Trimble ProXH global positioning system (GPS). Real-time differential corrections will be provided by the Wide Area Augmentation System (WAAS), where the resulting differential GPS (DGPS) have a horizontal accuracy of approximately 3 feet. AECOM will utilize available good resolution LiDAR data to provide the required elevation control for the ERI profiles. Deliverables: The results of the geophysical investigation will be presented in a report detailing the survey methods, field investigation, and results. The results and relevant site features will be overlain on existing AUTOCAD base map drawings. The results of the ERI survey will be presented as color-contoured profiles. Identifiable sources of interference at the surface will be annotated accordingly on the profiles and site plan. Features indicative of potential karst conditions of concern and the depth to bedrock will be annotated on the map and profiles. The findings of the geotechnical verification investigation will be summarized in a brief geotechnical summary memorandum that will be included as an appendix to the geophysical report. The geophysical results will be correlated with the results of the complimentary geotechnical boring program. Summary logs of the borings will be included on the respective ERI profile lines. Electronic copies, including drawings and text, will be issued in PDF format, unless otherwise specified. It is assumed that AECOM will respond to up to one set of client comments. The final report will be issued within approximately one week of receipt of City comments. COMPLIMENTARY GEOTECHNICAL PROGRAM The complimentary geotechnical investigation program will include three test holes to confirm the results of the geophysical investigation. The test holes will be advanced using conventional HQ sized hollow stem auger and coring with a total footage of approximately 150 feet or 1 week of drilling whichever is less. The test holes will be used to characterize the soil and subsurface rock properties but also will confirm up to three areas where the geophysical investigation indicates potential karst formations. Soil and rock samples will be taken and stored for future materials testing. The test holes will be logged by a URS geologist. Soil and rock samples will be sent to a local laboratory for testing. Laboratory testing may include triaxial tests, unconfined compression, consolidation tests, Atterberg Limits, soil B-3 permeability tests and others as needed. Test results which will be presented in the Geotechnical Data Report. Deliverables: • Field notes and logs which will be presented in a summary memo, incorporated into the geophysical report. • Draft and Final Memorandum that will include information obtained from the investigations, including test hole logs and a location map. ASSUMPTIONS We make the following assumptions with regards to the geophysical/geotechnical investigations at Dam 101: • AECOM will have access to the site and be permitted to have a vehicle on-site during scheduled working hours; • Average weather conditions are assumed for the duration of the field program and we have assumed that the work will not be delayed by extreme weather conditions; • The field work will require up to five days to complete during a single mobilization; • No brush clearing or removal will be performed for the investigation; • No geophysical surveying will be conducted in areas deemed potentially hazardous to personal safety or that are deemed inaccessible with the geophysical instruments; • Field utility locates will be required prior to the investigation. • The location of the test holes will be defined based on the preliminary results of the geophysical is completed. • The field program will be completed without delay and interruption. • It is assumed that drilling will occur over a one week period. • A 10 hour work day is assumed. • The City will be responsible for remitting fees to the WCCF • The memorandum will be reviewed by the District and not outside agencies. PROJECT MANAGEMENT This will consist of project management and meeting time necessary for project setup and execution of the project. This subtask consists of managing and scheduling URS resources and project team members and performing administrative tasks during the execution of the work. This will include the following: a) Initial project setup/contract/accounting system; b) Health and Safety Plan—for geophysical and boring related activities c) Contract Administration d) Budget/Schedule Management. e) Client Communications Additional management support as follows: URS will assist the City prior to the Geotechnical drilling, with coordination with the Williamson County Conservation Foundation. This will include preparing a Geotechnical B-4 Drilling Participation Application for submission by the City, which will include a figure of the number and anticipated locations of proposed borings. URS will assist the City with Owner communications/coordination via the UBC WCID. Meetings. It is anticipated that one meeting/conference call will be scheduled after submission of the Draft Report, to review City comments and discuss the results. PROPOSED SCHEDULE The field team could to start work preparations within approximately two weeks of receiving notice to proceed as well as permission from landowners to access the property. We anticipate that the geophysical field investigation will require up to five field days to complete using a three man field team. The complimentary geotechnical boring program will follow the geophysical work. It is being conducted to match schedules and mobilization with the geotechnical investigation at Dam 102, conducted under a separate contracting mechanism. The schedules for completion of the boring program will be better defined as the schedule for 102 is set, but should be completed within approximately 60 days, including sample test results. The draft report will be issued within three weeks of completion of the combination of geophysical and remaining geotechnical borings and test results. KEY PERSONNEL A summary of the key personnel for the engineering team including names and titles are presented in Table B-1. TABLE B-1 SUMMARY OF PROPOSED ENGINEERING TEAM PERSONNEL NAME } :a- T1TLE Jeff Irvin, PE Project Principal Darrell Jones, PE Project Manager Ed Toms, PE Principal/Lead Dam Designer Damien Gonsmann Project Geologist Tim King Project Geophysical Lead B-5 EXHIBIT C Work Schedule The schedule below provides approximate durations associated with the anticipated milestones: Dam 101 Geophysical Investigation Task Est.Task Start Est. Task End Award 8/13/15 NTP 8/17/15 ERI Field Inv 8/31/15 9/4/15 ID Borings for Geotech drilling/ Utility clearance 9/4/15 9/11/15 Geotech field investigation 9/14/15 9/18/15 Lab Test Results (incorp.into design phase) 10/15/15 Field notes/logs 9/21/15 9/29/15 Geotech summary Memo 9/21/15 9/29/15 Draft Tech Memo To City 9/29/15 10/2/15 City Review/Comment 10/5/15 10/9/15 Final Draft Tech Memo 10/9/15 10/16/15 EXHIBIT D Fee Schedule AECOM proposes to perform the scope of work described above on a time and materials basis in accordance with mutually-agreed to terms and conditions in a Contract between AECOM Technical Services, Inc. and City of Round Rock. The estimated cost for this work is presented in the table below. Task Task Description Estimated Cost 1 Project Preparation&Mobilization $7,430 2 Field Investigation $18,428 3 Analysis and Report $12,335 4 Project Management $5,474 5-J Other Direct Costs $35,670 Total: $79,337 The total estimated cost for this work is$79,337. A more detailed cost estimate table is available upon request. Please note costs for individual tasks may be exceeded; however, the total project cost will not be exceeded without prior approval from the City. The cost estimates included in this proposal are valid for three months from the date of submittal. If the proposal is accepted after said period, AECOM reserves the right to review and retain or modify the cost estimate stated herein in order to appropriately reflect changing costs and salaries and similar economic considerations. EXHIBIT E Certificates of Insurance Attached Behind This Page D0 DATE(MMIDD,YYYYj CERTIFICATE OF LIABILITY INSURANCE 07108,2015 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 rCOOMTACT Marsh Risk&Insurance Services PHONE FAX CA License 90437153 -w(Qz.No. Atc HD 777 South Figueroa Street E MAIL Los Angeles,CA 90017 Attn:LosAngetes.CertRequest@Marsh.Com INSURERS AFFORDING COVERAGE NAIC 0 06510-AECOM--15.16 _ Austin_. .PL 07 2017 INSURER A:WA NIA INSURED INSURER B:NIA NIA AECOM AECOM Technical Services INSURER C:Illinois Union Insurance Co 27960 9400 Ambergien Blvd. INSURER D: Austin,TX 78729 INSURER E: ' :INSURER F� COVERAGES CERTIFICATE NUMBER: LOS-001860106-01 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR f4AY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TD ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR L SUR - POLICY.EFF POLICY;GXP LTR. TYPE OF INSURANCE POLICY NUMBER MMID " MMIDD LIMITS COMMERCIAL GENERAL LIABILITY EACH.OCCURRENCE S CLAIMS-MADE,❑OCCUR SPR SES aocciurenibl S MED EXP[Any oneperson) S PERSONAL.&ADV INJURY $ GPNIAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE. $ POLICY. PRO- LOC PRODUCTS-COMP/OP AGG S JECT OTHER: S ..AUTOMOBILE LIABILITY '- _. .._.. S ANY AUTO BODILY INJURY(Per person) S _ - ALLOWNED P SCHEDULED BODILYINJURY(Peraccident) S AUTOS AUTOS NON-OWNED PROP.ERTYDAMA EHIREDAUTOSAUTOS P'r S UMBRELLA LIARHOCCUR: EACH OCCURRENCE $ EXCESS LIAR 'CLAIMS_MADE AGGREGATE S DED.: . .RETENTION$ .. $ WORKERS COMPENSATION STA UTEER AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER,EXECUTIVE YINE.L.EACH ACCIDENT _. S OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) EL-DISEASE•EA EMPLOYEE 5 Iles,describe under DCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT 5 C ARCHITECTS&ENG. EON G21654693 1010812014 0410112016 Per C1airNAgg $1,000,000 PROFESSIONAL LIAB. —CLAIMS MADE'" Defense Included DESCRIPTION of OPERATIONS r LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may attached If more space Is required) Re:Geophysical Survey to Investigate Foundation of Proposed Dam 101; CERTIFICATE HOLDER CANCELLATION City of Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attention:City Manager THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 221 East Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Round Rock,TX 78664 AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services David Denihan ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD