20191461 Ver 1_Aggent_Authorization use_20191025

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NORTH CAROLINA
WAKE COUNTY
CONTRACT FOR ENGINEERING SERVICES
THIS CONTRACT is entered into by and between Rummel Klepper & Kahl, LLP (RK&K), hereinafter
referred to as the Engineer', and the City of Raleigh, a North Carolina municipal corporation, hereinafter
referred to as the City"
W ITN ESS ETH
WHEREAS, the City desires to procure an Engineer to perform services, and
WHEREAS, the City has completed necessary steps for retention of professional and other services under
applicable City policies, and
WHEREAS the City has agreed to engage the Engineer, and the Engineer has agreed to contract with the City,
for performance of services as described and according to the further terms and conditions, set forth herein
NOW THEREFORE, in consideration of sums to be paid to the Engineer, and other good and valuable
consideration, the Engineer and City do contract and agree as follows
1 Scope of Services/Description of Project
The City desires to widen and improve Poole Road between Maybrook Drive and Barwell Road
The Engineer will serve as the City's professional engineering representative in those tasks of the project to
which this Contract applies and will give consultation and advice to the City during the performance of their
services
The Engineer will provide services as described in the Following Exhibits, which are attached to and made part
of this Contract Exhibit A —ARTICLE I, ARTICLE II, and ARTICLE III as well as Exhibit B — TASK
LIST/FEE ESTIMATE FOR POOLE ROAD WIDENING AND IMPROVEMENTS PROJECT
'.Me Engineer now has or will secure at their expense, including subconsultants, all personnel and facilities
required to perform the services to be rendered under this Contract Such personnel are not employees.of, nor
have they any direct contractual relationship with the City
The Engineer is authorized to engage subconsultants, including surveyors geotechnical and materials testing
firms, etc , to assist in the work included under this contract to the extent such services are included herein No
subcontract work is authorized for which the City will incur any costs beyond those agreed upon and set forth
in Section 4

2. Services Provided by the City
It is understood that certain services, as required, may be performed and/or furnished by the City. These
services may include the following:
Assist the Engineer by placing at their disposal all available information pertinent to the project, including
previous reports and other relative data.
Assist in gaining access to and making all provisions for the Engineer to enter upon public and private property
as required for performance of their services described herein.
Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents prepared by the
Engineer, obtaining advice of legal counsel and/or such other consultants as the City deems appropriate for such
examination and rendering in writing decisions pertaining thereto within a reasonable time so as not to delay the
service of the Engineer,
Give prompt written notice to the Engineer whenever the City observes or otherwise becomes aware of any
problems or changed circumstances in the project.
Furnish the Engineer in a timely manner with copies of pertinent correspondence relating to this project, which
would not have otherwise been delivered to the Engineer.
Designate in writing a person to act as City's representative with respect to the work to be performed under this
Contract; such person(s) shall have complete authority to transmit instructions, receive information, interpret
and. define City's policies and decisions with respect to materials, equipment, elements and systems pertinent to
the services covered by this Contract.
The City shall provide to the Engineer such information as is available to the City for rendering of services
hereunder. The Engineer may rely on the sufficiency of such information.
Insofar as any of the above services are necessary for the Engineer's performance of their obligations under this
Contract, the City shall be responsible for providing such services in a satisfactory and timely manner so as not
to delay the Engineer in their performance thereof.
3. Schedule/Time of Performance
The work to be performed and the services rendered under this Contract shall commence as directed by the
City. In performing the services described in this Contract; it is mutually agreed that time is of the essence.
The Engineer shall complete work under the Contract within 26 months from execution of this agreement with
the City.

4 Compensation, Time of Payment
For services to he performed hereunder the City shall pay the Contractor a not to exceed total contract amount
$1,007,573.45 unless changed by a duly authorized amendment Compensation for Services to be performed
hereunder shall be designated as follows
a For services as set forth in Article I of Exhibit A payment shall not exceed $968 717.70
b For alternate services as set forth in Article III of Exhibit A payment shall not exceed $38 855 75
The standard City of Raleigh payment term is NET 30 days from the date of invoice For prompt payment
you may email all invoices to (accounmpa'%ahleOu raleiahnc 6or) or mail all invoices to the City of Raleigh,
Accounts Payable, PO Soo 590, Raleigh, North Carolina 27602-0590 All invoices must include the
following Purchase Order Number Invoices submitted without the correct purchase
order number will result in delayed paynif nt
5 Standard of Care
Engineer shall perform for or furnish to City professional engineering and related services in all phases of the
project to which this Contract applies as hereinafter provided Engineer shall serve as City's prime design
professional and engineering representative for the project providing professional engineering consultation and
advice with respect thereto Engineer may employ such Engineer's Consultants as Engineer deems necessary to
assist in the performance or furnishing of professional engineering and related services hereunder Engineer•
shall not be required to employ any Engineers Consultant unacceptable to Engineer
The standard of care for all professional engineering and related services performed or furnished by Engineer
under this Contract will be the care and skill ordinarily used by mernbers of Engineer s profession practicing
under similar conditions at the same time and in the same locality
6 Opinions of Probable Construction Cost.
Engineer s opinions of probable Construction Cost provided for herein are to be made on the basis of
Engineer s experience and qualifications and represent Engineer s bestjudgment as an experienced and
qualified professional engineer generally familiar with the construction industry 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 cannot and does not
guarantee that proposals bids or actual Construction Cost will not vary from opinions of probable Construction
Cost prepared by the Engineer if the City wishes greater assurance as to probable Construction Cost City may
employ an independent cost estimator
7 Notices
All notices requests for payment or other communications arising hereunder shall be sent to the following
City of Raleigh
Attn David Savage P E
Telephone [phone]
P O Box 590
Raleigh, NC 27602
Engineer
Stephen E Roberts P E
Senior Manager
900 Ridge .field Drive Suite 350
sroberts6brkk coin
Telephone [phone]
8 Non-discrimination
To the extent permitted by North Carolina law, the parties hereto for themselves, their agents officials
employees and servants agree not to discriminate in any manner on the basis of race color creed national
origin sex age handicap or sexual orientation with reference to the subject matter of this Contract The parties
further agree to the extent permitted by law to conform with the provisions and intent of City of Raleigh
Ordinance 1969 889, as amended This provision is hereby incorporated into this Contract for the benefit of the
City of Raleigh and its residents and may be enforced by action for specific performance injunctive relief or

other remedy as provided by law. This provision shall be binding on the successors and assigns of the parties
with reference to the subject matter of this Contract.
9. Minority or Women Owned Business Enterprise
Pursuant to General Statutes of North Carolina Section 143-128 and 143-131 and to City policy, the City of
Raleigh encourages and provides equal opportunity for Certified Minority and Woman -Owned Business
Enterprise (MWBE) businesses to participate in all aspects of the City's contracting and procurement programs
to include - Professional Services; Goods and Other Services; and Construction. The prime contractor will be
required to identify participation of MWBE businesses in their proposal, and how that participation will be
achieved.
Furthermore, the City's goal is to contract or sub -contract fifteen percent (15%) of the contract amount to
Certified MWBEs on construction projects over $300,000, or with contracts that include $100,000 or more in
state funding. The goal breakdown is 8% for minorities and 7% for non -minority females. Required MWBE
forms and documentation of good faith efforts must be provided if the goal is not met.
If there are any questions, Contact Maria Torres, MWBE Coordinator at 919-996-4271 or
[e-mail].
10. Assip-nment
Neither the City nor the Engineer will assign, sublet, or transfer their interest, duties, or obligations hereunder
without the prior written consent of the other. Nothing herein shall be construed as creating any personal
liability on the part of any officer or agent of any public body which may be a party hereto, nor shall it create
any rights or benefits to parties other than the City and the Engineer, except such other rights as may be
specifically called for herein.
11. Applicable Law
All matters relating to this Contract shall be governed by the laws of the State of North Carolina, without regard
to its choice of law provisions, and venue for any action relating to this Contract shall be Wake County Civil
Superior Court or the United States District Court for the Eastern District of North Carolina, Western Division.
12. Insurance
Contractor agrees to maintain, on a primary basis and at is sole expense, at all times during the life of this
Contract the following coverages and limits. The requirements contained herein, as well as City's review or
acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify
the liabilities or obligations assumed by Contractor under this Contract.
Commercial General Liability — Combined single limit of no less than $1,000,000 each occurrence
and $2,000,000 aggregate. Coverage shall not contain any endorsement(s) excluding nor limiting
Product/Completed Operations, Contractual Liability or Cross Liability.
Automobile Liability — Limits of no less than $1,000,000 Combined Single Limit. Coverage shall
include liability for Owned, Non -Owned and Hired automobiles. In the event Contractor does not own
automobiles, Contractor agrees to maintain coverage for Hired and Non -Owned Auto Liability, which
may be satisfied by way of endorsement to the Commercial General Liability policy or separate Auto
Liability policy. Automobile coverage is only necessary if vehicles are used in the provision of services
under this Contract and/or are brought on a COR site.
Worker's Compensation & Employers Liability — Contractor agrees to maintain Worker's
Compensation Insurance in accordance with North Carolina General Statute Chapter 97 with statutory
limits and employees liability of no less than $1,000,000 each accident.

Additional Insured — Contractor agrees to endorse the City as an Additional insured on the Commercial
General Liability, Auto Liability and Umbrella Liability if being used to meet the standard of the
General Liability and Automobile Liability. The Additional Insured shall read `City of Raleigh is
named additional insured as their interest may appear'.
Certificate of Insurance — Contractor agrees to provide COR a Certificate of Insurance evidencing that
all coverages, limits and endorsements required herein are maintained and in full force and effect, and
Certificates of Insurance shall provide a minimum thirty (30) day endeavor to notify, when available, by
Contractor's insurer. If Contractor receives a non -renewal or cancellation notice from an insurance
carrier affording coverage required herein, or receives notice that coverage no longer complies with the
insurance requirements herein, Contractor agrees to notify the City within five (5) business days with a
copy of the non -renewal or cancellation notice, or written specifics as to which coverage is no longer in
compliance. The Certificate Holder address should read:
City of Raleigh
Post Office Box 590
Raleigh, NC 27602-0590
Umbrella or Excess Liability — Contractor may satisfy the minimum liability limits required above
under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability
under the Umbrella or Excess Liability, however, the Annual Aggregate limits shall not be less than the
highest `Each Occurrence' limit for required policies. Contractor agrees to endorse City of Raleigh as an
'Additional Insured' on the Umbrella or Excess Liability, unless the Certificate of Insurance states the
Umbrella or Excess Liability provides coverage on a'Follow-Form' basis.
Professional Liability — Limits of no less than $1,000,000 each claim. This coverage is only necessary
for professional services such as engineering, architecture or when otherwise required by the City.
All insurance companies must be authorized to do business in North Carolina and be acceptable to the
City of Raleigh's Risk Manager.
13. Indeinnity
Except to the extent caused by the sole negligence or willful misconduct of the City, the Engineer shall
indemnify and hold and save the City, its officers, agents and employees, harmless from liability of any kind,
including all claims, costs (including defense) and losses accruing or resulting to any other person, firm, or
corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of
this Contract, and from any and all claims, costs (including defense) and losses accruing or resulting to any
person, firm, or corporation that may be injured or damaged by the Engineer in the performance of this
Contract. This representation and warranty shall survive the termination or expiration of this Contract.
The Engineer shall indemnify and hold and save the City, its officers, agents and employees, harmless from
liability of any kind, including claims, costs (including defense) and expenses, on account of any copyrighted
material, patented or unpatented invention, articles, device or appliance manufactured or used in the
performance of this Contract.
14. Intellectual Property
Any information, data, instruments, documents, studies, reports or deliverables given to, exposed to, or prepared
or assembled by the Engineer under this Contract shall be kept as confidential proprietary information of the
City and not divulged or made available to any individual or organization without the prior written approval of
the City. Such information, data, instruments, documents, studies, reports or deliverables will be the sole
property of the City and not the Engineer.

The Engineer shall maintain the right of reuse to any drawings or specifications provided or furnished by the
Engineer. The City acknowledges that such drawings or specifications are not intended or represented to be
suitable for reuse by the City or others on extensions of the project or on any other project.
All intellectual property, including, but not limited to, patentable inventions, patentable plans, copyrightable
works, mask works, trademarks, service marks and trade secrets invented, developed, created or discovered in
performance of this Contract shall be the property of the City.
Copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs,
designs, text, software, or documentation created as part of the Engineer's performance of this project shall vest
in the City. Works of authorship and contributions to works of authorship created by the Engineer's
performance of this project are hereby agreed to be `works made for hire' within the meaning of 17 U.S.C. 201.
15. Force Majeure
Except as otherwise provided in any environmental laws, rules, regulations or ordinances applicable to the
parties and the services performed under this Contract, neither party shall be deemed to be in default of its
obligations hereunder if and so long as it is prevented from performing such obligations by an act of war, hostile
foreign actions, nuclear explosion, earthquake, hurricane, tornado, or other catastrophic natural event or act of
God. Either party to the Contract must take reasonable measures and implement reasonable protections when a
weather event otherwise defined as a force majeure event is forecast to be eligible to be excused from the
performance otherwise required under this Contract by this provision.
16. Advertising
The Engineer shall not use the existence of this Contract, or the name of the City of Raleigh, as part of any
advertising without the prior written approval of the City.
17. Cancellation
The City may terminate this Contract at any time by providing thirty (30) days written notice to the Engineer.
In addition, if Engineer shall fail to fulfill in timely and proper manner the obligations under this Contract for
any reason, including the voluntary or involuntary declaration of bankruptcy, the City shall have the right to
terminate this Contract by giving written notice to the Engineer and termination will be effective upon receipt.
Engineer shall cease performance immediately upon receipt of such notice.
In the event of early termination, Engineer shall be entitled to receive just and equitable compensation for costs
incurred prior to receipt of notice of termination and for the satisfactory work completed as of the date of
termination and delivered to the City. Notwithstanding the foregoing, in no event will the total amount due to
Engineer under this section exceed the total amount due Engineer under this Contract. The Engineer shall not be
relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract, and
the City may withhold any payment due to the Engineer for the purpose of setoff until such time as the City can
determine the exact amount of damages due the City because of the breach.
Payment of compensation specified in this Contract, its continuation or any renewal thereof, is dependent upon
and subject to the allocation or appropriation of funds to the City for the purpose set forth in this Contract.
18. Laws/Safety Standards
The Engineer shall comply with all laws, ordinances, codes, rules, regulations, safety standards and licensing
requirements that are applicable to the conduct of its business, including those of Federal, State, and local
agencies having jurisdiction and/or authority.
Engineer must comply with North Carolina Occupational Safety and Health Standards for General Industry,
29CFR 1910. In addition, Engineer shall comply with all applicable occupational health and safety and
environmental rules and regulations.
Engineer shall effectively manage their safety and health responsibilities including:
A. Accident Prevention

Prevent injuries and illnesses to their employees and others on or near their job site Contractor
managers and supervisors shall ensure personnel safety by strict adherence to established safety rules
and procedures
B Environmental Protection
Protect the environment on, near, and around their work site by compliance with -all applicable
environmental regulations
C Eiiii)lo_yee F.dtication and Tralii i��g
Provide education and training to all contractors employees before they are exposed to potential
workplace or other hazards as required by specific OSHA Standards
19 Applicability of North Carolina Public Records Law
Notwithstanding any other provisions of this Contract, this Contract and all materials submitted to the City by
the Engineer are subject to the public records laws of the State of North Carolina and it is the responsibility of
the Engineer to properly designate materials that may be protected from disclosure as trade secrets under North
Carolina law as such and in the form required by law prior to the submission of such materials to the City
Engineer understands and agrees that the City may take any and all actions necessary to comply with federal,
state and local laws and/or judicial orders and such actions -will not constitute a breach of the terms of this
Contract To the extent that any other provisions of this Contract conflict with this paragraph, the provisions of
this section shall control
20 Miscellaneous
The Engineer shall be responsible for the proper custody and care of any property furnished or purchased by the
City for use in connection with the performance of this Contract, and will reimburse the City for the
replacement value of its loss or damage
The Engineer shall be considered to be an independent contractor and as such shall be wholly responsible for
the work to be performed and for the supervision of its employees Nothing herein is intended or will be
construed to establish any agency, partnership, or joint venture Fngineer represents that it has, or will secure at
its own expense, all personnel required in performing the services under this Contract Such employees shall
not be employees of or have any individual contractual relationship with the City
This Contract may be amended only by written agreement of the parties executed by their authorized
representatives
21 Right of Audit and Fxamination of Records
A The City of Raleigh may conduct an audit of any services .performed and fees paid subject to this Contract
The City or its designee may conduct such audits or inspections throughout the term of this Contract
and for a period of three years after final payment or longer if otherwise required by law.
B The Contractor and its agents shall maintain all books, documents, papers, accounting records, contract
records and such other evidence as may be appropriate to substantiate costs incurred under this Contract.
The City, or its designee, shall have the right to, including but not limited to: review and copy records;
interview current and former employees; conduct such other investigation to verify compliance with contract
terms; and conduct such other investigation to substantiate costs incurred by this Contract.
C "Records" shall be defined as data of every kind and character, including but not limited to books,
documents, papers, accounting records, contract documents, information, and materials that, in the
City's sole discretion, relate to matters, rights, duties or obligations of this Contract.

D Records and employees shall be available during normal business hours upon advanced wri»en notice.
Eleciromc mail shall consinuie wrinen nonce for purposes of this secnon.
E Contractor shall provide the Cny or us designee reasonable access io facilmes and adequate
and appropriate workspace for the conduce of audi*is.
1 The righis esiabhshed under this secnon shall survive the ierminanon of the Coniraci, and shall not be
deleted, circumvented, limed, confined, or resincied by coniraci or any ocher sec»on, clause,
addendum, aiiachmeni, or the subsequenm amendmeni of this Coniraci.
G The Contractor shall reimburse the Cny for any overcharges idennfied by the audn wnhm ninety (9o}
days of wnuen nonce of the Cny's findings.
22 E — Veri
Contractor shall comply with E-Verify the federal E Verify program operated by the United States Department
of Homelanl Security and other federal agencies, or any successor or equivalent program used to verify the
Work authorization of newly hired employees pursuant to federal law and as in accordance with N C G S §64-
25 et seq In addition, to the best of Contractor's knowledge, any subcontractor employed by Contractor as a
part of this contract shall be in compliance with the requirements of E-Verify and N C G S §64 25 et seq
23 Iran Divestment Act Certification
Contractor certifies that, as of the date listed below, it is not on the Final Divestment List as created by the State
Treasurer pursuant to N C G S § 147-86 55, et seq In compliance with the requirements of the Iran Divestment
Act and N C G S § 147 86 59, Contractor shall not utilize in the performance of the contract any subcontractor
that is identified on the Final Divestment List
24 Incorporation of DocumentslComplete Agreement

This Contract, and any documents incorporated below, represent'the entire Contract between the parties and
suspend all prior oral or written statements, agreements or Contracts
Specifically incorporated into this Contract are the following attachments, or if not physically attached are
incorporated fully herein by reference
* Exhibit A — Article I, Article II and Article III
* Exhibit B — Task List/Fee Estimate for Poole Road Widening and Improvements Project
* Certificate of Insurance
In cases of conflict between this Contract and any of the above incorporated attachments or references, the
terms of this Contract shall prevail
The remainder of this page remains blank intentionally

THIS CONTRACT is entered into this day o 120 1'C
IN WITNESS WHEREOF, the Contractor has ex cuted the foregoing with the signature(s) of its duly
authorized officer(s), under seal, and the City has executed with the signature of its City Manager,
attested by its (Assistant/Deputy) Clerk -Treasurer, with the official seal affixed, the day and year first
above written.
CONTRACTOR:
• 1�"
Printed Name/Title
( corporate)
A EST:
By:
Printed N e/Tiftq
(Affix al)
CITY OF RALEIGH
ATTEST.
By.
( Clerk Treasur -r
(Affix Seal)
THIS INSTRUMENT APPROVED AS TO FORM:.

CONTRACTOR ACKNOWLEDGEMENT
State of North Carolina
County of Wake
I, Lour-e,-? P ? P el— . a Notary Public for Wake County of North Carolina
certify that B. Keith Skinner personally came before me this day and acknowledged that
they are Director, Transportation of Rummel Klepper & Kahl (RK&K), a Limited
Liability Partnership, and that as Director, being authorized to do so, executed the
foregoing on behalf of and as a binding act of RK&K.
Witness my hand and official seal, this the 3 ( day of Oc 4 u b eF- , 20 11.
y
.� NpTMR ,
(Affix nogry seal) My commission expires:
CC A41SSM EXPfRE5
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