R-2021-147 - 5/27/2021RESOLUTION NO. R-2021-147
WHEREAS, the City of Round Rock ("City") desires to retain professional consulting services
related to survey and design services for the Kinningham House; and
WHEREAS, 2P Consultants, LLC has submitted an Agreement for Professional Consulting
Services to provide said services; and
WHEREAS, the City Council desires to enter into said agreement with 2P Consultants, LLC,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Professional Consulting Services Related to Survey and Design Services for the
Kinningham House with 2P Consultants, LLC, a copy of same being attached hereto as Exhibit "A"
and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 5 51, Texas Government Code, as amended.
RESOLVED this 27th day of May, 2021.
CRAIC/MORGAI�/ Mayor
City of Round Rc�k, Texas
ATTEST:
1I laxib
SARA L. WHITE, City Clerk
01 12.20212. 00472180
EXHIBIT
"At
CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO
SURVEY AND DESIGN SERVICES FOR THE KINNINGHAM HOUSE
WITH
2P CONSULTANTS. LC
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS
THIS AGREEMENT for professional consulting services related tdo survey andesign
services for the KI"nningha House Project (the "Agreement'), is made by and between the
CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices Located at 221
East Main Street,, Round Rock,, Texas 78664-5299 (the "City"), and 2P CONSULTANTS, LLC,
located at 203 East Main Street, Suite 204, Round Rock, Texas 78664 (the "Consultant').
RECITALS:
WHEREAS, professional services related to survey and design services for the
Kinningham House Project is desired by the City (the "Project"); and
WHEREAS, City desires to contract with Consultant for these professional consulting
services ; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder,.
NOW, THEREFORE, WITNESSETH:
That for and inconsideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it i's
mutually agreed between the parties as follows:
1.0 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain I*n full force and effect unless and until it expires by operation
of the teen indicated herein, or i*s terminated as provided herein.
B. The term of this Agreement shall commence upon execution and terminate upon
successful completion of the services.
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co City and the Consultant reserve the right to review the Agreement at any time,
and may elect to terminate the Agreement with or without cause or may elect to continue.
2,60 CITY SERVICES
City agrees to provide the services to Consultant as described I*n Exhibit "A" titled "City
Services," incorporated herein by reference for all purposes.
3,90 SCOPE OF SERVICES
Consultant has issued its proposal for services, such proposal for services being attached
to this Agreement as Exhibit "B" ("Surveying Services") and Exhibit "C" ("Civil Engineering
Services"), incorporated herein by reference for all purposes, and shall be referred to collectively
as the "Scope of Services" of this Agreement.
Consultant shall satisfactorily provide all services described herein and as set forth in the
Scope of Services pursuant to the schedule set forth in Exhibit "D" ("'Project Schedule"'),
attached hereto and incorporated herein by reference for all purposes. Consultant shall perfo'h
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services in accordance with this Agreement, in accordance with the appended Scope of Services
and in accordance with due care and prevailing consulting industry standards for comparable
services'.
4,90 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be lVP
imited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumerated in Exhibit "A" and
Exhibit "B" and clarified in Exhibit "F" ("Clarifications"), attached hereto and incorporated
herein by reference, and may only be modified by a written Supplemental Agreement executed
by both parties as described in Section 10eo,
5.0 CONTRACT AMOUNT
In consideration for the professional
City agrees to pay Consultant an amount r
consulting services to be performed by Consultant,
:)t4owexceed Fifty -Nine Thousand Five Hundred
and No/100 Dollars ($59,500.00) as set forth in Exhibit "E" titled
hereto and incorporated herein by reference for all purposes.
690 INVOICE REQUIREMENTS; TERMS OF PAYMENT
" Fee Summary," attached
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and steal! detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
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the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
7.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
htt s:,1'','www.roundrocktexas. rov.'w -content; u loads/2014i 12 corr insurance 07.20112. f
and evidence by a Certificate of Insurance (Exhibit "F"), attached hereto and incorporated herein
for all purposes.
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the services under this Agreement are completed, or the date the City receives a correct
invoice for the services, whichever is later. Consultant may charge interest on an overdue
payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes
overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This
Prompt Payment Policy does not apply to payments made by the City in the event;
(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the service performed that cause the payment
to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the service performed that
causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
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(d) The invoice iisnot maled to the City in strict accordance with any instruction
on the purchase order relating to the payment.
9,.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year iiningf the govebody of the City does not appropriate funds sufficient to purchase the
services as determined by the Cl'ty's budget for the fiscal year in question. The City may affect
such termination by giving Consultant a written notice of termination at the end of its then -
current fiscal year.
10.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized bYlyCtCouncil or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
11.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City or Consultant may
terminate this Agreement for the convenience of the City or Consultant, upon thirty (30) days'
written notice to Consultant or City, with the understanding that immediately upon receipt of
said notice all work being performed under this Agreement shall cease. Consultant shalt invoice
the City for work satisfactorily completed and shall be compensated in accordance with the teens
hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall
not be entitled to any lost or anticipated profits for work terminated under this Agreement.
Unless otherwise specified in this Agreement, all data, information, and work product related to
this Project shall become the property of the City upon termination of this Agreement, and shall
be promptly delivered to the City in a reasonably organized form without restriction on future
use. Should the City subsequently contract with a new consultant for continuation of service on
the Project, Consultant shall cooperate in providing information.
Term4 ination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party and the terminated party to fulfill contractual obligations., Termination under
this section shall not relieve the teniit*nated party of any obligations or liabilities which occurred
prior to termination.
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Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which i*s not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time i*f agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained I*n this sechon shall require the City to pay for any work which it
deems unsatl*sfactory, or which is not performed in compliance wi
th the terms of this Agreement.
12.0 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
13-.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the Ci*ty's employees. This Agreement does not create a
partnership, employer -employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
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(3) Consultant. has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement,.
(4) Consultant or its employeesform or subcontractors shall perservices required
hereunder,, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
14.0 CONFIDENTIALITY,; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement,,
The parties recognize and understand that the City i*s subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the Citv" s business and any other Minflormation which
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reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidenti'al Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
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Notwithstanding anything to the contrary contained herein, neither party shall be
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obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party"') which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
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governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) i*s or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, e40 ither party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the patty's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the teens of this Agreement the "Deliverables"}; and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant shall have the right to retain
copies of the Deliverables and other items for its archives. Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. "Working papers" shall mean those documents prepared by Consultant during the
course of performing the Project including, without limitation'. schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how, concepts, techniques, methodologies, ideas, templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
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Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the
extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
exclusive, non -transferable, royalty -free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
City shall have anon-exclusive, non -transferable license to use Consultant's Confidential
information for City I s own internal use and only for the purposes for which they are delivered to
the extent that they form part of the Deliverables.
15.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industrial standards, and shall be performed in a
professional and worlu1nanlike manner. Consultant shall re -perform any work not in compliance
with this representation.
16.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City I s satisfaction
at no additional charge, or (b) 1*f such deficient services cannot be cured within the cure period
set forth herein, then this Agreement may be terminated for default.
In no event will Consultant be liable for anyossamageld, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
Neither party s liability,, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
17-.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
clat-iclaimsand liabilities due to activities of hislheriitself and hislher/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
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Consultant 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 Consultant, its agents, or employees.
18.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the teens of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
19.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state an&lor federal uneinploy ent compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments,.
If requested, the City shall provide Consultant with a certificate from the Texas State
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Comptroller indicating that the City is anon-profit corporation and not subject to State of Texas
Sales and Use Tax.
20.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shalt further obtain all permits,
licenses, trademarks, or copyrights required I*n the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the teen of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the teen
of this Agreement.
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21.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, 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 hereunder.
22.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Richard Will
Building Construction Manager
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3 311
richardwillLeu.roundrocktexas. ov
23.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(9) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
2P Consultants, LLC
203 East Main Street, Suite 204
Round Rock, Texas 78664
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
H
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
24.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
25.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
26.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitrarion Act (9 USC Section t-14) or any applscable state arbitration statute.
27.0 SEVERABILITY
The invalidity,1" llegality, or unenforceability of any provision of this Agreement or the
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occurrence of any event rendering any portion of provision of this Agreement void shall in no
10
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void prevision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contasn the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
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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.
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28.0 STANDARD OF CARE I
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
29.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition,, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
30.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
patty's intent to perform hereunder,then demand i1nay be ade to the other party for written
assurance of the intent to perfoIn the event that no written assurance is given within the
reasonable time specified when demand ismade, then and in that event the demanding partymay
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treat such failure an anticipatory repudiation of this Agreement.
31.0 MISCELLANEOUS PROVISIONS
is Time of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
Project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold,, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
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rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform,delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
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Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shalt have no substantive effect on constniction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be perforined by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas 2P Consultants, LLC
By.
Printed Name:
Title:
Date Signed:
For City, Attest:
By: - --- -- -----
Sara L. white, City Clerk
For City, Approved as to Form:
Me
Stephan L. Sheets, City Attorney
13
Y •
Printed Nam "'' +-)yol_
Title: �\.*
Date Signed:::�i
City of Round Rock
K 0 *
inninghain Park
EXHIBIT "A"' CITY SERVICES
March I I IP 2021
Page 2`..`
%MWF
The City WI'll need to access to the sl'ote,.
-m- 0
The CI"ty wl'll provide an updated TI"tle
The CI'ty will di"rection.".e,.....8`.a.-.u... j*mprove ents.
City of Round Rock
Kinningham Park
EXHIBIT "B" SURVEYING SERVICES
Task Item I M" Survevine Services
A. Survey
March 11, 2021
Page 3 of 10
a. Boundary Survey
Surveyor will incorporate client provided Title Commihnent and locate existing boundary
d%
pins sufficient to develop the property boundary.
b. Topographic Survey
Surveyor will locate significant, visible improvements &topographic features to produce
one -foot (1') contours.
Surveyor w411 locate v►sible utilities, devil manholes r inlets, if any.
Topo will extend 10' beyond property lines where accessible
Surveyor will request Tx811 utility locates
Surveyor will locate trees 8°' and tip, tagged and identified with common name
*Except for Chinaberry, Hackbeny, Ashe Juniper, (Cedar), Chinese Tallow or Horse Apple
City of Round Rock
Kinninghazn Park
EXHIBIT "C" CIVIL ENGINEERING SERVICES
Task Item II -Construction Documents
A. Project Management
a. Coordination &Meetings
March 11, 2021
Page 4 of 10
1. This task item includes up to six (6} meetings with the City of Round Rock entities to
obtain information necessary to complete the design of the project, collection of data
required for preparation of reports and for design,
B. Civil Engineering Site Plan Services
a. Site Crrading Design
f . In reference to the proposed improvements, a grading plan will be prepared. Thss grading
plan will be suitable for construction. This plan will show existing and proposed ground
contour lines, and spot elevations to grade the site for drainage.
2. This task item does not provide for structural design of retaining walls, review of walls
designed by others, nor inclusion of structural details of any kind on this site grading plan,,
The design of walls shall be incorporated in the Structural Engineering portion of this
contract.,
b. Site Drainage Design
1. Produce a site drainage plan, which will meet the requirements of the City of Round Rock.
2. The site drainage plan will be suitable for construction of ito allow for proper
drainage of the site. The construction drawings wi11 indicate proposed stone sewers,
flumes, swales, headwalls, and other drainage features if required. Profiles of the stordrain lines and laterals (if required) are included.
3. Drainage area maps for pre- and post -development conditions will be prepared. The
drainage area map will delineate drainage areas and sto drai"nage runoff data for this si'te
and for adjacent properties that affect drainage on this site.
4. Drainage reports and calculations as necessary for review and approval at the City of
Round Rock will be provided.
5. The prospect site is within the Edwards Aquifer Transition Zone and is not required to
adhere to TCEQrequirements. Therefore,design and analysis of water quality treatment
is not included in the scope.
6. A Stormwater Pollution Prevention Plan
submittal. 2PC will prepare the SWPPP.
reports and record documents shall be
contractor,
(SWPPP) is required as part of the TCEQ
The associated maintenance fonns, inspections
prepared, submetted and maintained by the
7. This site currently does not have any formis of detention as there an existing channel on
the property that provides conveyance for regional detention. It ismy understanding that
Is issues there known drainage downstream and the improvements will require some sort of
detention to account for the proposed increased impervious cover. 2PC wi'll provi"de
regionaance with C*calculations and design for the I detention in accority Round Rockdof
City of Round Rock
Kinningham Park
March 11,
2021
Page 5 of 10
%W?
criteria. The stormwater conveyance system to the detention pond is included in this tas4c.
Any structural design elements required for the design of the pond are not included in this
in the Civil contract.
c. Erosion/Sedimentation Control and Tree Protection Plan
1. Prepare the erosionsedimentationcontrol and tree protection plan in conjunction with the
/
project site and drainage plan design per City of Round Rock code.
d. Construction Specifications
I. 16
Construction notes,, standards and specifications pertaining to the civic site design and
relevant to the City of Round Rock standards will be included on the construction drawings
as necessary for constniction.
C. Applications and Submittals
a. Site Plan Permitting
t . Submit construction drawings and documentation prepared under this proposal for site plan
d'
review and final acceptance performed by the City of Round Rock,
2. This task includes coordinating with each reviewing department and obtaining approval
signatures on the final plan set.
3. Upon approval of the initial site plan review submittal, the civil site plan package and all
necessary documents for approval wil! be submitted for Site Plan review.
4. Upon final approval of all City of Round Rock review comments, a final set of signed and
scaled drawings will be provided as required by the City of Round Rock.
b. TDLR Architectural Barriers Project Registration
1. 2P Consultants will prepare the required TDLR project registration for plan review of the
pedestrian eiements of the civil site work. 2PC will submit the completed registration form,
construction documents, and applicable fee (to be provided by Owner) to a Registered
Accessibility Specialist for the required review and approval of the project. 2PC will
design the sidewalks, drives and building access points to meet or exceed the current ADA
regulations..
C 'n
ity of Round Rock
K inninghaiu Park
Task Item Ill � Construction Administration
A. Construction Phase Services
a. Bidding Assistance
March 11, 2021
Page 6 of 10
. Prepare a quantity takeoff of the site related items to assist in the bidding process.
2. Prepare an Engineers Opinion of Probable Constniction Cost of the site related items to
assist in the bidding process.
b. Construction Administration
I. Make weekly visits to the site and observe progress and quality of the executed site work
and determine in general if the site work is proceeding in accordance with site plans and
specifications.
2. Check and approve shop drawings, results, tests, and required observations which the
Contractor is required to submit, but only for conformance with the design concept of the
project.
3. Once site construction is complete; conduct field observation to determine if the project is
substantially complete and a final observation to certify that completion so that the Civil
Engineer may provide a letter of concurrence to the City of Round Rock.
Task Item IV - Project Closeout
A. Project Closeout
1. Prepare a set of record drawings for submittal to Client and the appropriate agencies based
on as-built plans to be provided by the contractor.
City of Round Rock
Kinningha Park
EXHIBIT "D"
PROJECT SCHEDULE
March 1 I , 202 1
Page 7 of 10
Engineering Site Plan design services shall be completed within approximately 30-45 days upon
execution and authorization to begin. Perun'ttiongi"s estimated at 30m45 days. Construction Phase
Services cannot begin until construction actually begins.
it of Round Rock March 11, 2021
I�innina a rk Page 8 of 10
EXHIBIT "E"
FEE SUMMARY
If
CIVIL ENGINEERING DESIGN SERVICES.
0
19 SURVEYING ERVI ES2
A. urge12� 000, 00
II* CONSTRUCTION DOCUMENTS:,,
A* Pr�ject Management %mom •S 30500,oOO
0 #
B Engineering Sery ices 'a. 0 -'Oftft ,a 'm ft • 'a* 46 ft ft 4, 00`0 0 'a 'a 'a "'a 'a 0 0 a 'ffift a 0 0 aft 0 0 "'Oft ft 0 4 4'""a'a - 'a" S 320500,,00
C. Applications and Perinittingft, ftmoft Oa a MM.00• INS min �W aft,100 a Oft &ftMO 100 Oft 00ft0ft'Oft, 040 &,Wb--&db-& 40 W -610 S�315000 00
Sub,ototal Constructi639)500.00
CONSTRUCTION ADMINISTRATION S 6500.00
IV* PROJECT CLOSEOUT, 1 500,00
VWVWWWWWWW WVWWW9 WVVV%WWWW WV009vV wow 000W 7
TOTAL FOR CIVIL ENGINEERING DESIGN SERVICES.. S 59,500.00
The fees for [terns I-V, established above, shall be considered lump sum fees unless otherwise noted. Our
services wilk be invoiced monthly based on the percentage of work completed,.
City of Round Rock
Kinningha Park
EXHIBIT "F"
CLARIFICATIONS
March 1 I , 2021
Page 9 of 10
1. Any requested services not specifically covered by the "Scope of Work" will be If separately as an
additional service.
2. It is our understanding that this will be a "fast -track" project with the City DSO for site plan permit only.
This proposal does not account for offsite drainage, offsite utilities, flood studies,, additional access points
or zoning.
Ir
3. Resolution of conflicts are not incladed in this Scope and Fee proposal.
4. Geotechnl*cal Engineering Report, Geological Assessment, if required shall be provided by the owner and
shall be i*n conformance with City of Round Rock Standards.
City of Round Rock
Kinningham Park
EXHIBIT "G"
CERTIFICATE OF INSURANCE
March 11, 2021
Page 10 of 10
h tv.
r r DATE IMWODNYYY)
f~•
2/8/2021
. ........
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IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollicy(iles) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and condi8ions 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).
PRoaucgR �M��'CT Hiaciinbotham Insurance Agency, Inc.
Higginbotham Insurance Agency, Inc. PHONE FAX
— --------
1221 S. Mopac Expy Suite 160 eLA.19,6 414A'L 512-45T4C00
(A/CNol:
Austin TX 78746 ADoRIEss: genmail0hiaoinbotham.net
INSURER S AFFORDING COVERAGE NAIC #
INSURER a :Phoenix Insurance Company 25623
INSURED 2PCONSU41 INSURER B : Travelers Pry erty CasualtLinsurance Company 36161
2P Consultants, LLC INSURER c : reveler Casual and SuretyCompany19038
203 E Main St.. Suite 204
Round Rock TX 78664 INSURER o ;Charter Oak Fire Insurance 25615
INSURER e
I I INSURER F : I I
COVERAGES CERTIFICATE NUMBER: 1165983250 REVISION NUMBER:
nw�opw
THIS IS TO CCRTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FAR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY TNT POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMSF
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS.,
INSR
VTR
TYPE OF INSURANCE
A00L
UBR POLICY EFR POLICY EXP
P�BLICY NUAABER IY�YlIDOlYYYY I MIDDlY�IYY
LIMITS
A
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COMMERCIAL GENERAL LIABILITY
CLAIMS-MAXX OCCUR
AGGREGATE LIMIT APPLIES PER:
POLICY a PRO- LAC
JECT
OTHER:
68G-5R193045w20647 12/15/2420 12/1512021
EACH OCCURRENCE
S I t 000, 000
GEN'L
X
DAMAGE TO RENTED
PREMISES(Ea �urren�
$16000000
HIED EXP Any one person)
$ 51P000
PERSONAL a Aov INJURY
$14,000000
GENERAL AGGREGATE
S2,000000
PRODUCTS - COMP/OP AGG
$2,000000
$
A
e
AUTOMOBILE LIABILITY
ANY AUTO
O1+YNfEO SCHEDULED
AUTOS ONLY AUTOS
x HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
X UMBRELLA L6I►B OCCUR
EXCESS LIAR CLAIMS -MADE
5 1 93045-20-47 1211512020 t 2J 1
CUPwSR193807w2047 12I151202 12115/2021
COMBINED SINGLE (OMIT
(Ea accident)
S 1 9000 000
DOILY INJURY (Per perz�on)
$
BODILY INJURY (Per accident)
S
PROPERTY DAMAGE
Per accident
S
EACw OCCURRENCE
S
$300000000
AGGREGATE
$
DEO X I RETENTIONS
S
p
WORKERS COMPENSATION
AND EM�LOYE�tS° LIABILITY Y 1 N
ANYPi20PRlEjOR1PARTNERlEXECUTII/E
4FFOCERlMEMS ER EXCLUDED?
(Mandatory in NHS
If yes. describe under
DESCRIPTION OF OPERATIONS bebrro
N / A
11�-SR1939fii-2Q�47-[3 12l502024 12l15/2021
o ,
X PER
ER
E.L. EACH ACCIDENT
$1.000.000
E.L. DISEASE - Fr4 EMPLOYEE
S 1.000.000
E.L. DISE4SE • POLICY LIMIT
S 1.000.000
c
Prof, Uability
107358236 12/1-5/2020 f;2/15f2021
Limit
Deductible
Z000,000
5,000
DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101. AdeliNonal Remarks Sehedute. may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Round Rork
212 Commerce Blvd. AUTHORIZED REPRESENTATIVE
Round Rock TX 78664
01988.2015 ACORD CORPORATION, All rights reserved.
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