ORDER NO. 31156 WASTEWATER FACILITY PLAN CONTRACT WITH TETRA TECH. INC. Came to be heard this the 12th day of January, 2009, with a motion made by Commissioner Williams, seconded by Commissioner Letz, the Court unanimously approved by a vote of 4-0-0 to: Approve Wastewater Facility Plan Contract between Kerr County and Tetra Tech, Inc. for Center Point/Eastern Kerr County Wastewater Project. ~~is ~, ~ ~ 3 COMMISSIONERS' COURT AGENDA REQUEST PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Commissioner Williams OFFICE: Precinct Two MEETING DATE: January 12, 2009 TIlVIE PREFERRED: SUBJECT: Consider, discuss and take appropriate action to approve Wastewater Facility Plan Contract between Kerr County and Tetra Tech, Inc. for Center Point/Eastern Kerr County Wastewater Project. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON(S) ADDRESSING COURT: Commissioner Williams ESTIMATED LENGTH OF PRESENTATION: IF PERSONNEL MATTER -NAME OF EMPLOYEE: Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: Meeting scheduled for Mondays: THIS REQUEST RECEIVED BY: THIS REQUEST RECEIVED ON: 5:00 P.M. previous Tuesday. All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towaxds you request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court. O TETRA TECH November 19, 2008 Bill Williams County Commissioner Kerr County, Texas 700 Main Street Kerrville, Texas 78028 Reference: Center Point EDAP Wastewater Facility Plan Contract Dear Commissioner Williams: Attached please find two (2) copies of the contract for engineering services to prepare the Center Point Wastewater Facility Plan for submission to TWDB to apply for EDAP funding. Please sign both copies, and complete the effective date, where indicated, and return one completed copy to us. I have also included a summary of the division of work between Tetra Tech and Mr. Groves for this project (Note that since Tetra Tech is not paying Mr. Groves' fee, the cost for his services is not included in the price breakdown, though his hours are shown). If you have any questions, please contact us at (210) 226-2922. Sincerely, S. Keller Drozdick, P.E. Project Engineer P:\P09310\0001\WordproDrafts\ContractCover-Kerr.doc Tetra T~Ch; 3r~. 501 Soledad Street. San Antonio. TX 78245 T~ui 210.226.2922 fax 210.226.8497 www.tetratech.carn #31156 AGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT, including Attachments between County of Kerr (Owner) and Tetra Tech, Inc. (Engineer); WITNESSETH: WHEREAS, Owner intends to perform wastewater facility planning for the Center Point Community and Eastern Kerr County wastewater collection system (the Project); and, WHEREAS, Owner requires certain engineering services (the Services) in connection with the Project; and, WHEREAS, Engineer is prepared to provide the Services; NOW THEREFORE, in consideration of the promises contained in this Agreement, Owner and Engineer agree as follows: ARTICLE 1 -EFFECTIVE DATE The effective date of this Agreement shall be the 12tH day of January ~~ 2009 ARTICLE 2 -GOVERNING LAW This Agreement shall be governed by the laws of the state of Texas. ARTICLE 3 -SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform the Services described in Attachment A, Scope of Services. If construction phase services are included, the Engineer shall be the Owner's agent and representative with respect to all services of the Engineer that are required or authorized by the construction documents. ARTICLE 4 -COMPENSATION Owner shall pay Engineer in accordance with Attachment B, Compensation. ARTICLE 5 -OWNER'S RESPONSIBILITIES Owner shall be responsible for all matters described in Attachment C, Owner's Responsibilities and Special Conditions. ARTICLE 6 -STANDARD OF CARE Engineer shall perform the Services undertaken in a manner consistent with the prevailing accepted standard for similar services with respect to projects of comparable function and complexity, and with the applicable laws and regulations published and in effect at the time of performance of the Services. Other than the obligation of the Engineer to perform in accordance with the foregoing standard, no warranty, either express or implied, shall apply to the Services to be performed by the Engineer pursuant to this Agreement or the suitability of Engineer's work product. ARTICLE 7 -LIABILITY AND INDEMNIFICATION 7.1 General. Having considered the potential liabilities that may exist during the performance of the Services, the benefits of the Project, and the Engineer's fee for the Services; and in consideration of the promises contained in this Agreement, Owner and Engineer agree to allocate and limit such liabilities in accordance with this Article. 7.2 Indemnification. Engineer and Owner each agrees to defend, indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused solely by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Engineer and Owner, they shall be borne by each party in proportion to its own negligence to the extend allowed by law. 7.3 Consequential Damages. Engineer shall not be liable to Owner for any special, indirect, or consequential damages resulting in any way from the performance of the Services such as, but not limited to, loss of use, loss of revenue, or loss of anticipated profits. 7.4 Survival. Upon completion of all Services, obligations, and duties provided for in this Agreement, or if this Agreement is terminated for any reason, the terms and conditions of this Article shall survive. 7.5 Limitations of Liability. To the fullest extent permitted bylaw, Engineer's total liability to the Owner for all claims, losses, damages, and expenses resulting in any way from the performance of the Services shall not exceed the total compensation received by the Engineer under this Agreement. ARTICLE 8 -INSURANCE During the performance of the Services under this Agreement, Engineer shall maintain the following insurance: (1) General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate. (2) Automobile Liability Insurance, with a combined single limit of $1,000,000 for each accident. (3) Workers' Compensation Insurance and Employer's liability Insurance in accordance with statutory requirements. -- Delete 4 Professional Liabilit Insurance, with a limit of $1,000,000 annual a re ate. ' In,pr\Pt ( ) Y gg g ;" ;Manage TD.doc; 2 I 1~1; R1art~gent~nt ~1'ltS~ ^,dmitj Sin 1nloni+>,t't>ntracts to Prt~ ~~ss'C;intcr I'c?nt_t 't~dih_I'1tn KyrC_1..0Un(~ C'untr uPv~CRLL'~t;V'I, 5 i L>Ita.~(~~x- Engineer shall, upon written request, furnish Owner certificates of insurance which shall include a provision that such insurance shall not be canceled without at least thirty days' written notice to Owner. All Project contractors shall be required to include Owner and Engineer as additional insureds on their General Liability insurance policies, and shall be required to indemnify Owner and Engineer to the same extent. ARTICLE 9 -LIMITATIONS OF RESPONSIBILITY Engineer shall not be responsible for: (1) construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the Project; or (2) procuring permits, certificates, and licenses required for any construction unless such responsibilities are specifically assigned to Engineer in Attachment A, Scope of Services. ARTICLE 10 -LIMITATIONS OF RESPONSIBILITIES FOR ACTS OF OTHERS Provided that the Engineer has acted in good faith, Engineer shall not be liable to Owner for breach of contract or for negligent error or omission in failing to detect, prevent, or report the failure of any contractor, subcontractor, vendor, or other project participant to fulfill contractual or other responsibilities to the Owner, failure to finish or construct the Project in accordance with the plans and specifications, or failure to comply with federal, state, or local laws, ordinances, regulations, rules, codes, orders, criteria, or standards. ARTICLE 11 -OPINIONS OF COST AND SCHEDULE Since Engineer has no control over the cost of labor, materials, or equipment furnished by others, or over the resources provided by others to meet Project schedules, Engineer's opinion of probable costs and of Project schedules shall be made on the basis of experience and qualifications as a professional engineer. Engineer does not guarantee that proposals, bids, or actual Project costs will conform to Engineer's cost estimates or that actual schedules will conform to Engineer's projected schedules. Engineer shall complete the services within the time frame outlined on Attachment E, Schedule, subject to conditions which are beyond the control of the Engineer. ARTICLE 12 -REUSE OF DOCUMENTS All documents, including, but not limited to, drawings, specifications, and computer software prepared by Engineer pursuant to this Agreement are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other project. Any reuse without prior written verification or adaptation by Engineer for the specific purpose intended will be at Owner's sole risk and without liability or legal exposure to Engineer. Owner shall defend, indemnify, and hold harmless Engineer against all claims, losses, damages, injuries, and expenses, including attorneys' fees, arising out of or resulting from such reuse. Any verification or adaptation of documents will entitle Engineer to additional compensation at rates to be agreed upon by Owner and Engineer. ___..- i DeletE Impr\Pr I Manage TD.doc 3 'vt:: b~tattag~rrt~nt.11 CK's,lthnin ~m :~n(qm;r l'tmtract5 ~n._I'rc.~c,r~s51.(/~nt~r.l?~nit_k 'r~iht~_I'!an Kc,rr_CoEmt} C;untr ut\A_GItLL'~i~"I. ~ I UKI1 dGxr- ARTICLE 13 -OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY Except as otherwise provided herein, engineering documents, drawings, and specifications prepared by Engineer as part of the Services shall become the property of Owner provided, however, that Engineer shall have the unrestricted right to their use. Engineer shall retain its rights in its standard drawing details, specifications, data bases, computer software, and other proprietary property. Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of Engineer. ARTICLE 14 -TERMINATION This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The nonperforming party shall have fifteen calendar days from the date of the termination notice to cure or to submit a plan for cure acceptable to the other party. Owner may terminate or suspend performance of this Agreement for Owner's convenience upon written notice to Engineer. Engineer shall terminate or suspend performance of the Services on a schedule acceptable to Owner. If termination or suspension is for Owner's convenience, Owner shall pay Engineer for all the Services performed and termination or suspension expenses. Upon restart, an equitable adjustment shall be made to Engineer's compensation. County may terminate without penalty. if State halts work. elminates proiect~ or reduces funds, ARTICLE 15 -DELAY IN PERFORMANCE Neither Owner nor Engineer shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods, earthquakes, fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and inability to procure permits, licenses, or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either Owner or Engineer under this Agreement. Should such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. ARTICLE 16 -COMMUNICATIONS Any communication required by this Agreement shall be made in writing to the address specified below: Engineer: Tetra Tech, Inc. 501 Soledad Street --- San Antonio, Texas 78205 ;; DeletE Attention: Brad Groves, P.E. ~ ManaPe g TD.doc 4 L~1;'.h~Eat~:~~,Lrrt~nt 1~4 1'IjS`~Adtmn',5~n ~Ilti)E71t) (c~niract5 ~n t'rg~~~5s',( inter Pgi.nt_I edit}._Ptan.K~rr_Cuusah Cutth tct` ~C!(tl I ~i\!';I ~ 1 UEZGV..Ic~i~ Operations Manager Owner: County of Kerr 700 Main Street Kerrville, Texas 78028 Attention: William "Bill" Williams County Commissioner Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of Engineer and Owner. ARTICLE 17 -WAIVER A waiver by either Owner or Engineer of any breach of this Agreement shall be in writing. Such,a waiver shall not affect the waiving party's rights with respect to any other or further breach. ARTICLE 18 - SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. ARTICLE 19 -INTEGRATION This Agreement represents the entire and integrated Agreement between Owner and Engineer. It supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written, relating to the subject matter of this Agreement. ARTICLE 20 -SUCCESSORS AND ASSIGNS To the extent permitted by Article 21, Owner and Engineer each binds itself and its successors and assigns to the other party to this Agreement. ARTICLE 21 -ASSIGNMENT Neither Owner nor Engineer shall assign its duties under this Agreement without the prior written consent of the other party. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this Agreement. Nothing contained in this Article shall prevent Engineer from employing independent consultants, associates, and subcontractors to assist in the performance of the Services. -- Delete [mprAPr ' I Manage TD.doc 5 ti1;'Mar~a~nx,nt ~~ 1'k5 Aclinrn!,S~tn l~ionto t gi~lracts m Prt~ i~s5'~C'cmcr Pouit l iuhtt 1'lau Kyn Count} C~~ntt tct~ ~[RLL~4'V I ~ I f ~kLE4_.~tq r ARTICLE 22 -THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than Owner and Engineer. Client will cam ensate TT far services erformed in defense of an third art claim unless the claim resulted from the ne li pent act error or omission of ?0 7t/g ~u'P' ~tc-awl , l3 yr c~ IN WITNESS WHEREOF, Owner and Engineer have executed this Agreement. Owner: County of Kerr Engineer: Tetra Tech, Inc. e ~ By -- Jon D. Nelson, P.E. Title Kerr county Judge Title Vice President Date 1-12-2009 Date November .2008 --- ,~ Delete Impr\Pr Manage TD.doc 6 I ~.-~_ ~_.~'__ ~..ZS~ 1dm>>iy~iu ~t~t~>€u+~ Clrlitracn rn YrgervsSrC,~nt~r I ~iltt_1 a~rlr _P(,tn Kcrr i'ouitty C;grtlr tc.t aGltLl ~f'V I~ 51 UFtI3V.~lot~- ~; ATTACHMENT A TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY SCOPE OF SERVICES The following scope of services shall be made a part of the Agreement dated the 12th day of January ~~yg 2009 I. SCOPE OF THE PROJECT Engineer shall provide wastewater facility planning services for the Center Point community and the Eastern Kerr County wastewater collection system, including the necessary interceptor pipeline to convey wastewater flow to Comfort, TX treatment plant. II. SCOPE OF SERVICES Services provided by the Engineer shall include: 1. Consult with OWNER to understand OWNER'S requirements for the project 2. Advise OWNER as to the necessity of OWNER's providing or obtaining from others data or services of the types described in paragraph 4.4 which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services. 3. Identify and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by Engineer with whom consultation is to be undertaken in connection with the Project. 4. Conduct technical investigation and planning. 4A.) Provide professional services required to perform an environmental study of proposed wastewater system. 4B.) Assist legal and fiscal consultants in preparing necessary permits and A-1 M:\Management\WTRS\Admin\San Antonio\Contracts in Progress\Center Point Facility Plan\Kerr County Contract\ATTACH-A.STD.doc financial requirements. 4C.) Prepare detailed cost estimates for proposed infrastructure. 4D.) Prepare Engineering Reports, as required by TWDB, for project infrastructure. 5. Prepare a Facility Plan and Report (the "Report") which will contain the statement of Owner's requirements for the Project and, as appropriate, will contain schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the considerations involved and those alternate solutions available to Owner which Engineer recommends. This Facility Plan Report will comply with the requirements of the Texas Water Development Board and/or other identified potential funding agencies and will be accompanied by Engineer's opinion of Total Project Costs for each solution which is so recommended for the Projects, including the following which will be separately itemized: opinion of probable construction cost, allowances for contingencies and for the estimated total costs of design professional and related services provided by Engineer and, on the basis of information furnished by Owner, allowances for other items and services included within the definition of Total Project Costs. 6. Furnish the Report to and review it with OWNER. 7. Revise the Report in response to OWNER's comments, as appropriate, and furnish OWNER with five (5) final copies of the Report. 8. Identify potential sources of additional funding as necessary to complete the project. 9. Prepare Loan & Grant Applications and supporting documentation required to obtain financial support. 10. ENGI NEER's services under the Study and Report Phase will be considered complete at the earlier of (1) the date when the Report has been accepted by OWNER or (2) thirty days after the date when such Report is delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to review the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Study and Report Phase. A-2 M:\Management\WTRS1Admin\San Antonio\Contracts in Progress\Center Point Facility Plan\Kerr County Contract\ATTACH-A.STD.doc ATTACHMENT B TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY COMPENSATION The following compensation provisions shall be made a part of the Agreement dated the 12th day of January ~~~~ 2009 PAYMENTS FOR SERVICES AND EXPENSES OF THE ENGINEER: A. Basic Engineering Services. For basic engineering services performed under Article 3, the Owner will pay the Engineer a lump sum fee of one hundred seventy-eight thousand five-hundred dollars ($178,500). B. Additional Engineering Services. For authorized services performed by the Engineer which are outside the Scope of Services outlined in Attachment A of this Agreement, the Owner will pay the Engineer an amount equal to actual hourly salary rates paid by the Engineer to personnel assigned to the Project times 3.05 (1.95 for field representation services), plus subcontract work, if any, and direct expenses at cost plus 15%. Billing rates will not exceed those set forth in TETRA TECH's Rate Schedule (Attachment D). II. TIMES OF PAYMENT: Invoices are due and payable within t5 days of date of ; oeietea: so invoice. Invoices past due are subject to interest at the rate of 1'/s% per month. A. Basic Engineering Services. For the basic engineering services performed under Article 3, monthly payments shall be made in proportion to services performed. Invoice shall be considered correct if notguestioned in writin within 30 days of invoice date. B. Additional Engineering Services. For additional engineering services, monthly payments by the Owner shall be based on detailed invoices from ~ ueiecea: H:~3za6oo xerr Cnty Sew Engineer for work completed. ` hnpr~Prn;ect ;` j Management~AgreementWTTACH- B.STD.doc '~1'~Ntan~~nrent144' [ tt3`,Ad~nim,5an Antgrnu (~mtiact5 in (rD£l.rtisC inter Puifit f~a ility 1?I iu~,(~~err Coanri~ Contract ' ITACFI-Lt.S~1'URLV ~ivc, _.. B-1 ATTACHMENT C TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY OWNER'S RESPONSIBILITIES AND SPECIAL CONDITIONS The following list of special Owner responsibilities and contract conditions shall be made a part of the Agreement dated the 12tH day of January ~~$ 2009 I. OWNER RESPONSIBILITIES Owner shall furnish to Engineer all available information pertinent to the Project including previous reports and any other data relative to design and construction of the Project. 2. Owner shall furnish and make all provisions for the Engineer to enter upon public or private property as required for the Engineer to perform his Services under this Agreement. 3. Owner shall examine all studies, reports, sketches, estimates, specifications, plan drawings, proposals, and other documents presented by the Engineer and render in writing decisions pertaining thereto within a reasonable time so as not to delay the Services of the Engineer. 4. Owner shall designate in writing a person to act as its representative in respect to the work to be performed under this Agreement, and such person shall have complete authority to transmit instructions, receive information, interpret, and define Owner's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the services covered by this Agreement. 5. Owner shall furnish legal assistance as required in the preparation, review, and approval of construction documents. M:\Management\WTRS\?.dmin\San Antonio\Contracts in Progress\Center Point Facility Plan\Kerr County Contract\ATTACH-C.STD.doc C-1 6. Owner shall furnish portions of the facility plan outside the scope of the Engineer, including but not necessarily limited to, documentation of public consent & any necessary public meetings, copies of all relevant agreements, resolution for designating management authority, hook-up policies, project budget, and assistance in evaluating design alternatives. II. SPECIAL CONDITIONS M:\Management\WTRS\Admin\San Antonio\Contracts in Progress\Center Point Facility Plan\Kerr County Contract\ATTACH-C.STF).doc C-2 ATTACHMENT D TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY RATE SCHEDULE The following hourly rates shall apply as described in Attachment B and shall be made a part of the Agreement dated the 12tH day of January ~{. 2009 (List effective January 1, 2008) I. PROFESSIONAL FEES BASED ON TIME The hourly rates set forth below include all salaries, benefits, overhead and other indirect costs including federal, state and local taxes, plus profit. Professional Services Program Manager $225.00 Project Manager $175.00 Senior Project Engineer $135.00 Project Engineer $119.00 Project Architect $ 95.00 Construction Services Administrator $116.00 Senior Engineer Intern $102.00 Engineer Intern $ 93.00 Engineering Technician I $ 75.00 Engineering Technician II $112.00 Construction Services Technician $ 88.00 CAD Technician I $ 54.00 CAD Technician II $ 69.00 Administrative $ 92.00 Clerical $ 68.00 Field Services Resident Project Representative III $ 59.00 Resident Project Representative II $ 46.00 Resident Project Representative I $ 35.00 O&M Specialist $ 59.00 Field Services Administrator $ 53.00 Truck/Equipment Operator $ 40.00 Field Technician $ 34.00 M:\Management\WTRSWdmin\San Antonio\Contracts in Progress\Center Point Facility Plan\Kerr County ContractWTTACH-D_2008.doc D-1 II. REPRODUCTION Charges for reproduction will be billed at cost plus 15% markup. Volume printing (bid documents and special drawing packages) will be billed at equivalent commercial rates. Blue line or plotter prints required for client or internal company use are chargeable as stated above. Xerox or equivalent copies will be charged at cost plus 15% markup not to exceed $.18 per copy. III. DIRECT COSTS A. Travel. Travel from the office on Project-related business will be billed at the hourly rates specified in Section I above. Charges for transportation, taxis, meals, lodging, gratuities, etc., will be billed at cost plus 15% markup. Automobile travel (mileage) shall be billed at current IRS-approved government rates plus 15% markup. B. Telephone. Telephone calls, including cellular communication, on Project - related business will be billed at a rate per minute not to exceed $.15 per minute. C. Computer. Computer time charges on Project-related business will be billed at a rate not to exceed $1.90 per hour. D. Other. All other direct costs not covered herein shall be invoiced to the client at direct cost plus 15% for handling. All such charges shall be mutually agreed upon prior to submission to the client. IV. ADJUSTMENT CLAUSE The rates and costs described in this Agreement may be revised annually. M:\Management\WTRS\Admin\San Antonio\Contracts in Progress\Center Point Facility Plan\Kerr County Contract\ATTACH-D_2008.doc D-2 ATTACHMENT E TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY SCHEDULE The following schedule shall be made a part of the Agreement dated the 12tH day Of January ~~~ 2009 Scope of Services defined in Attachment A of this Agreement shall be initiated upon receipt of written notice to proceed from OWNER. ENGINEER shall complete scope of services within 270 calendar days from receipt of notice to proceed. M:\Management\WTRSWdmin\San Antonio\Contracts in Progress\Center Point Facility Plan\Kerr County Contract\ATTACH-E.STD.doc E-1 AGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT, including Attachments between County of Kerr (Owner) and Tetra Tech, Inc. (Engineer); WITNESSETH: WHEREAS, Owner intends to perform wastewater facility planning for the Center Point Community and Eastern Kerr County wastewater collection system (the Project); and, WHEREAS, Owner requires certain engineering services (the Services) in connection with the Project; and, WHEREAS, Engineer is prepared to provide the Services; NOW THEREFORE, in consideration of the promises contained in this Agreement, Owner and Engineer agree as follows: ARTICLE 1 -EFFECTIVE DATE The effective date of this Agreement shall be the ~c~~`" da of Y _~ 2009. ARTICLE 2 -GOVERNING LAW This Agreement shall be governed by the laws of the state of Texas. ARTICLE 3 -SERVICES TO BE PERFORMED BY ENGINEER Engineer shall perform the Services described in Attachment A, Scope of Services. If construction phase services are included, the Engineer shall be the Owner's agent and representative with respect to all services of the Engineer that are required or authorized by the construction documents. ARTICLE 4 -COMPENSATION Owner shall pay Engineer in accordance with Attachment B, Compensation. ARTICLE 5 -OWNER'S RESPONSIBILITIES Owner shall be responsible for all matters described in Attachment C, Owner's Responsibilities and Special Conditions. ARTICLE 6 -STANDARD OF CARE Engineer shall perform the Services undertaken in a manner consistent with the prevailing accepted standard for similar services with respect to projects of comparable function and complexity, and with the applicable laws and regulations published and in effect at the time of pertormance of the Services. Other than the obligation of the Engineer to perform in accordance with the foregoing standard, no warranty, either express or implied, shall apply to the Services to be performed by the Engineer pursuant to this Agreement or the suitability of Engineer's work product. ARTICLE 7 -LIABILITY AND INDEMNIFICATION 7.1 General. Having considered the potential liabilities that may exist during the performance of the Services, the benefits of the Project, and the Engineer's fee for the Services; and in consideration of the promises contained in this Agreement, Owner and Engineer agree to allocate and limit such liabilities in accordance with this Article. 7.2 Indemnification. Engineer and Owner each agrees to defend, indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused solely by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Engineer and Owner, they shall be borne by each party in proportion to its own negligence to the extent allowed by law. 7.3 Consequential Damages. Engineer shall not be liable to Owner for any special, indirect, or consequential damages resulting in any way from the performance of the Services such as, but not limited to, loss of use, loss of revenue, or loss of anticipated profits. 7.4 Survival. Upon completion of all Services, obligations, and duties provided for in this Agreement, or if this Agreement is terminated for any reason, the terms and conditions of this Article shall survive. 7.5 Limitations of Liability. To the fullest extent permitted bylaw, Engineer's total liability to the Owner for all claims, losses, damages, and expenses resulting in any way from the performance of the Services shall not exceed the total compensation received by the Engineer under this Agreement. ARTICLE 8 -INSURANCE During the performance of the Services under this Agreement, Engineer shall maintain the following insurance: (1) General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate. (2) Automobile Liability Insurance, with a combined single limit of $1,000,000 for each accident. (3) Workers' Compensation Insurance and Employer's liability Insurance in accordance with statutory requirements. (4) Professional Liability Insurance, with a limit of $1,000,000 annual aggregate. Engineer shall, upon written request, furnish Owner certificates of insurance which shall include a provision that such insurance shall not be canceled without at least thirty days' 2 F:IUSERSWELS\Kerr County\AGREEMNT.doc written notice to Owner. All Project contractors shall be required to include Owner and Engineer as additional insureds on their General Liability insurance policies, and shall be required to indemnify Owner and Engineer to the same extent. ARTICLE 9 -LIMITATIONS OF RESPONSIBILITY Engineer shall not be responsible for: (1) construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the Project; or (2) procuring permits, certificates, and licenses required for any construction unless such responsibilities are specifically assigned to Engineer in Attachment A, Scope of Services. ARTICLE 10 -LIMITATIONS OF RESPONSIBILITIES FOR ACTS OF OTHERS Provided that the Engineer has acted in good faith, Engineer shall not be liable to Owner for breach of contract or for negligent error or omission in failing to detect, prevent, or report the failure of any contractor, subcontractor, vendor, or other project participant to fulfill contractual or other responsibilities to the Owner, failure to finish or. construct the Project in accordance with the plans and specifications, or failure to comply with federal, state, or local laws, ordinances, regulations, rules, codes, orders, criteria, or standards. ARTICLE 11 -OPINIONS OF COST AND SCHEDULE Since Engineer has no control over the cost of labor, materials, or equipment furnished by others, or over the resources provided by others to meet Project schedules, Engineer's opinion of probable costs and of Project schedules shall be made on the basis of experience and qualifications as a professional engineer. Engineer does not guarantee that proposals, bids, or actual Project costs will conform to Engineer's cost estimates or that actual schedules will conform to Engineer's projected schedules. Engineer shall complete the services within the time frame outlined on Attachment E, Schedule, subject to conditions which are beyond the control of the Engineer. ARTICLE 12 -REUSE OF DOCUMENTS All documents, including, but not limited to, drawings, specifications, and computer software prepared by Engineer pursuant to this Agreement are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other project. Any reuse without prior written verification or adaptation by Engineer for the specific purpose intended will be at Owner's sole risk and without liability or legal exposure to Engineer. Owner shall defend, indemnify, and hold harmless Engineer against all claims, losses, damages, injuries, and expenses, including attorneys' fees, arising out of or resulting from such reuse. Any verification or adaptation of documents will entitle Engineer to additional compensation at rates to be agreed upon by Owner and Engineer. ARTICLE 13 -OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY Except as otherwise provided herein, engineering documents, drawings, and specifications prepared by Engineer as part of the Services shall become the property of Owner provided, however, that Engineer shall have the unrestricted right to their use. Engineer shall retain its rights in its standard drawing details, specifications, data bases, computer software, and other proprietary property. Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of Engineer. 3 F:\USERS\NELS\Kerr County\AGREEMNT.doc ARTICLE 14 -TERMINATION This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The nonperforming party shall have fifteen calendar days from the date of the termination notice to cure or to submit a plan for cure acceptable to the other party. Owner may terminate or suspend performance of this Agreement for Owner's convenience upon written notice to Engineer. Engineer shall terminate or suspend performance of the Services on a schedule acceptable to Owner. If termination or suspension is for Owner's convenience, Owner shall pay Engineer for all the Services performed and termination or suspension expenses. Upon restart, an equitable adjustment shall be made to Engineer's compensation. County may terminate without penalty, if State halts work, eliminates project, or reduces funds. ARTICLE 15 -DELAY IN PERFORMANCE Neither Owner nor Engineer shall be considered in~ default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods, earthquakes, fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and inability to procure permits, licenses, or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either Owner or Engineer under this Agreement. Should such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. ARTICLE 16 -COMMUNICATIONS Any communication required by this Agreement shall be made in writing to the address specified below: Engineer: Tetra Tech, Inc. 501 Soledad Street San Antonio, Texas 78205 Attention: Brad Groves, P.E. Operations Manager Owner: County of Kerr 700 Main Street Kerrville, Texas 78028 Attention: William "Bill" Williams County Commissioner Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of Engineer and Owner. 4 F:\USERS\NELS\Kerr CountyWGREEMNT.doc ARTICLE 17 -WAIVER A waiver by either Owner or Engineer of any breach of this Agreement shall be in writing. Such a waiver shall not affect the waiving party's rights with respect to any other or further breach. ARTICLE 18 - SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement~from being void should a provision which is of the essence of this Agreement be determined void. ARTICLE 19 -INTEGRATION This Agreement represents the entire and integrated Agreement between Owner and Engineer. It supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written, relating to the subject matter of this Agreement. ARTICLE 20 -SUCCESSORS AND ASSIGNS To the extent permitted by Article 21, Owner and Engineer each binds itself and its successors and assigns to the other party to this Agreement. ARTICLE 21 -ASSIGNMENT Neither Owner nor Engineer shall assign its duties under this Agreement without the prior written consent of the other party. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this Agreement. Nothing contained in this Article shall prevent Engineer from employing independent consultants, associates, and subcontractors to assist in the performance of the Services. 5 F:\USERS\NELS\Kerr County\AGREEMNT.doc ARTICLE 22 -THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than Owner and Engineer. Owner will compensate Engineer for services performed in defense of any third party claim unless the claim resulted from the negligent act, error, or omission of Engineer, to the extent allowed by law. IN WITNESS WHEREOF, Owner and Engineer have executed this Agreement. Owner: County of Kerr By Title Date t~(~-l o~ Engineer: Tetra Tech, Inc. n D. Nelson, P.E. Title Vice President Date 6 F:\USERS\NELS\Kerr County\AGREEMNT.doc ATTACHMENT A TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY SCOPE OF SERVICES The following scope of services shall be made a part of the Agreement dated the _. [ a~ day of 2009. I. SCOPE OF THE PROJECT Engineer shall provide wastewater facility planning services for the Center Point community and the Eastern Kerr County wastewater collection system, including the necessary interceptor pipeline to convey wastewater flow to Comfort, TX treatment plant. II. SCOPE OF SERVICES Services provided by the Engineer shall include: Consult with Owner to understand Owner's requirements for the project 2. Advise Owner as to the necessity of Owner's providing or obtaining from others data or services of the types described in paragraph 4.4 which are not part of Engineer's Basic Services, and assist Owner in obtaining such data and services. 3. Identify and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by Engineer with whom consultation is to be undertaken in connection with the Project. 4. Conduct technical investigation and planning. A. Provide professional services required to perform an environmental study of proposed wastewater system. B. Assist legal and fiscal consultants in preparing necessary permits and A-1 F:\USERS\NELS\Kerr County\ATTACH-A.doc financial requirements. C. Prepare detailed cost estimates for proposed infrastructure. D. Prepare Engineering Reports, as required by TWDB, for project infrastructure. 5. Prepare a Facility Plan and Report (the "Report") which will contain the statement of Owner's requirements for the Project and, as appropriate, will contain schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the considerations involved and those alternate solutions available to Owner which Engineer recommends. This Facility Plan Report will comply with the requirements of the Texas Water Development Board and/or other identified potential funding agencies and will be accompanied by Engineer's opinion of Total Project Costs for each solution which is so recommended for the Projects, including the following which will be separately itemized: opinion of probable construction cost, allowances for contingencies and for the estimated total costs of design professional and related services provided by Engineer and, on the basis of information furnished by Owner, allowances for other items and services included within the definition of Total Project Costs. 6. Furnish the Report to and review it with Owner. 7. Revise the Report in response to Owner's comments, as appropriate, and furnish Owner with five (5) final copies of the Report. 8. Identify potential sources of additional funding as necessary to complete the project. 9. Prepare Loan & Grant Applications and supporting documentation required to obtain financial support. 10. Engineer's services under the Study and Report Phase will be considered complete at the earlier of (1) the date when the Report has been accepted by Owner or (2) thirty days after the date when such Report is delivered to Owner for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to review the portions of the Project designed or specified by Engineer, if such approval is to be obtained during the Study and Report Phase. A-2 F:\USERS\NELS\ICerr CounryWTTACH-A.doc ATTACHMENT B TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY COMPENSATION The following compensation provisions shall be made a part of the Agreement dated the e o~`N`"day of - , 2009. I. PAYMENTS FOR SERVICES AND EXPENSES OF THE ENGINEER: A. Basic Engineering Services. For basic engineering services performed under Article 3, the Owner will pay the Engineer a lump sum fee of one hundred seventy-eight thousand five-hundred dollars ($178,500). B. Additional Engineering Services. For authorized services performed by the Engineer which are outside the Scope of Services outlined in Attachment A of this Agreement, the Owner will pay the Engineer an amount equal to actual hourly salary rates paid by the Engineer to personnel assigned to the Project times 3.05 (1.95 for field representation services), plus subcontract work, if any, and direct expenses at cost plus 15%. Billing rates will not exceed those set forth in TETRA TECH's Rate Schedule (Attachment D). II. TIMES OF PAYMENT: Invoices are due and payable within 45 days of date of invoice. Invoices past due are subject to interest at the rate of 1 %% per month. A. Basic Engineering Services. For the basic engineering services performed under Article 3, monthly payments shall be made in proportion to services performed. Invoice shall be considered correct if not questioned in writing within 30 days of invoice date. B. Additional Engineering Services. For additional engineering services, monthly payments by the Owner shall be based on detailed invoices from Engineer for work completed. F:\USERS\NELS\Kerr County\ATTACH-B.doc B-1 ATTACHMENT C TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY OWNER'S RESPONSIBILITIES AND SPECIAL CONDITIONS The following list of special Owner responsibilities and contract conditions shall be made a part of the Agreement dated the ~ ~`~- day of v~r 1.i~It ~„ 2009. I. OWNER RESPONSIBILITIES Owner shall furnish to Engineer all available information pertinent to the Project including previous reports and any other data relative to design and construction of the Project. 2. Owner shall furnish and make all provisions for the Engineer to enter upon public or private property as required forthe Engineerto perform his Services under this Agreement. 3. Owner shall examine all studies, reports, sketches, estimates, specifications, plan drawings, proposals, and other documents presented by the Engineer and render in writing decisions pertaining thereto within a reasonable time so as not to delay the Services of the Engineer. 4. Owner shall designate in writing a person to act as its representative in respect to the work to be performed under this Agreement, and such person shall have complete authority to transmit instructions, receive information, interpret, and define Owner's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the services covered by this Agreement. 5. Owner shall furnish legal assistance as required in the preparation, review, and approval of construction documents. F:\USERS\NELS\Kerr Counry\ATTACH-C.doc C-1 6. Owner shall furnish portions of the facility plan outside the scope of the Engineer, including but not necessarily limited to, documentation of public consent & any necessary public meetings, copies of all relevant agreements, resolution for designating management authority, hook-up policies, project budget, and assistance in evaluating design alternatives. II. SPECIAL CONDITIONS F:\USERS\NELS\Kerr County\ATTACH-C.doc ~.-2 ATTACHMENT D TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY RATE SCHEDULE The following hourly rates shall apply as described in Attachment B and shall be made a part of the Agreement dated the (a ~ day of __ ~.~1.Lt.Qh.v~, 2009. (List effective January 1, 2008) I. PROFESSIONAL FEES BASED ON TIME The hourly rates set forth below include all salaries, benefits, overhead and other indirect costs including federal, state and local taxes, plus profit. Professional Services Program Manager Project Manager Senior Project Engineer Project Engineer Project Architect Construction Services Administrator Senior Engineer Intern Engineer Intern Engineering Technician I Engineering Technician II Construction Services Technician CAD Technician I CAD Technician II Administrative Clerical Field Services Resident Project Representative III Resident Project Representative II Resident Project Representative I O&M Specialist Field Services Administrator Truck/Equipment Operator Field Technician F:IUSERS\NELS\Kerr County\ATTACH-D.doc $225.00 $175.00 $135.00 $119.00 $ 95.00 $116.00 $102.00 $ 93.00 $ 75.00 $112.00 $ 88.00 $ 54.00 $ 69.00 $ 92.00 $ 68.00 $ 59.00 $ 46.00 $ 35.00 $ 59.00 $ 53.00 $ 40.00 $ 34.00 D-1 II. REPRODUCTION Charges for reproduction will be billed at cost plus 15% markup. Volume printing (bid documents and special drawing packages) will be billed at equivalent commercial rates. Blue line or plotter prints required for client or internal company use are chargeable as stated above. Xerox or equivalent copies will be charged at cost plus 15% markup not to exceed $.18 per copy. III. DIRECT COSTS A. Travel. Travel from the office on Project-related business will be billed at the hourly rates specified in Section I above. Charges for transportation, taxis, meals, lodging, gratuities, etc., will be billed at cost plus 15% markup. Automobile travel (mileage) shall be billed at current IRS-approved government rates plus 15% markup. B. Telephone. Telephone calls, including cellular communication, on Project - related business will be billed at a rate per minute not to exceed $.15 per minute. C. Computer. Computer time charges on Project-related business will be billed at a rate not to exceed $1.90 per hour. D. Other. All other direct costs not covered herein shall be invoiced to the client at direct cost plus 15% for handling. All such charges shall be mutually agreed upon prior to submission to the client. IV. ADJUSTMENT CLAUSE The rates and costs described in this Agreement may be revised annually. F:\USERSINELS1Kerr County\ATTACH-D.doc D-2 ATTACHMENT E TO AGREEMENT FOR ENGINEERING SERVICES BETWEEN COUNTY OF KERR, OWNER AND TETRA TECH, INC., ENGINEER FOR WASTEWATER FACILITY PLANNING FOR CENTER POINT COMMUNITY AND EASTERN KERR COUNTY SCHEDULE The fol owing schedule shall be made a part of the Agreement dated the ~~``' day of b 2009. Scope of Services defined in Attachment A of this Agreement shall be initiated upon receipt of written notice to proceed from Owner. Engineer shall complete scope of services within 270 calendar days from receipt of notice to proceed. 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