Loading...
Contract - Design Workshop Inc. - 3/9/2023 CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES RELATED TO THE DESIGN OF THE LAWN ON BRUSHY CREEK DOWNTOWN PARK WITH DESIGN WORKSHOP,INC. THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for professional consulting services related to design services for the Lawn on Brushy Creek Downtown Park 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 DESIGN WORKSHOP, INC., with offices located at 1390 Lawrence Street, #100, Denver, Colorado 80204 (the "Consultant"). RECITALS: WHEREAS, professional services related to the design of the Lawn on Brushy Creek Downtown Park Project(the"Project") are desired by the City; and WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS, City desires to contract with Consultant for these professional 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 in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is 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 in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated as provided herein. B. The term of this Agreement shall commence upon execution and terminate upon successful completion of the services. 4861-3024-6476/ss2 C. 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. 2.0 SCOPE OF SERVICES Consultant has issued its proposal for services, such proposal for services being attached to this Agreement as Exhibit "A" titled "Scope of Services," which shall be referred to as the Scope of Services of this Agreement and incorporated herein by reference for all purposes. Consultant shall satisfactorily provide all services described herein and as set forth in Exhibit "A," pursuant to a schedule agreed upon by City. Consultant shall perform 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. 3.0 LIMITATION TO SCOPE OF SERVICES Consultant's undertaking shall be limited 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," 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 9.0. 4.0 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant an amount not-to-exceed Two Hundred Seventy-Seven Thousand Eight Hundred Thirty-Four and No/100 Dollars ($277,834.00) as set forth in Exhibit`B," incorporated herein by reference for all purposes. Reimbursable expenses shall not exceed Twelve Thousand and No/100 Dollars ($12,000.00) and are included in the total not-to-exceed amount of$277,834.00. 5.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT 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 shall 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 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 2 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. 6.0 INSURANCE Consultant shall meet all City of Round Rock Insurance Requirements set forth at: https://www.roundrocktexas. og v/n-content/uploads/2014/12/corr insurance 07.20112.pdf and as set forth in the attached Certificate of Insurance (Exhibit "C"), incorporated herein by reference for all purposes. 7.0 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 (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 3 8.0 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 if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City'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. 9.0 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council 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. 10.0 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 shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms 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. Any use of all data, information and work product prepared by Consultant for anything other than their specific intended purpose on this Project, and without the involvement of Consultant, shall be at the sole risk of the City and City's agents without liability to Consultant. Termination 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 terminated party of any obligations or liabilities which occurred prior to termination. 4 Any use of all data, information and work product prepared by Consultant for anything other than their specific intended purpose on this Project and without involvement of Consultant, shall be at sole risk of City and City's agents without liability to Consultant. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is 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 if 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 in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. Any use of all data, information and work product prepared by Consultant for anything other than their specific intended purpose on this Project and without the involvement of Consultant, shall be at the sole risk of the City and City's agents and without liability to Consultant. 11.0 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. 5 12.0 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City'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. (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 employees or subcontractors shall perform services 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. 13.0 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 is subject to the Texas Public Information Act and its duties run in accordance therewith. 6 All data relating specifically to the City's business and any other information which 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 Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be 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 governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is 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, 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. 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 party'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 terms of this Agreement (the "Deliverables"); and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, 7 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 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 a non-exclusive, non-transferable license to use Consultant's Confidential Information for City's own internal use and only for the purposes for which they are delivered to the extent that they form part of the Deliverables. 14.0 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 workmanlike manner. Consultant shall re-perform any work not in compliance with this representation. 15.0 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's satisfaction at no additional charge, or (b) if 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 any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. 8 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. 16.0 INDEMNIFICATION Consultant shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Agreement, to the extent caused by the negligent error, omission, or negligent act of Consultant, Consultant's employees and others for whom Consultant may be legally liable. 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, employees, and others for whom the Consultant may be legally liable. 17.0 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms 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. 18.0 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 and/or federal unemployment 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 Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 9 19.0 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES A. Consultant, its consultants, agents, employees and subcontractors shall use reasonable 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 shall further obtain all permits, licenses, trademarks, or copyrights required in 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 2271, 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 term 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 term of this Agreement. C. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The signatory executing this Agreement on behalf of Consultant verifies Consultant does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract verifying that it: (1)does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. The signatory executing this Agreement on behalf of Consultant verifies Consultant does not boycott energy companies, and it will not boycott energy companies during the term of this Agreement. 20.0 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. 21.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act on its behalf with regard to this Agreement: 10 Katie Baker Park Development Manager Parks and Recreation Department 301 West Bagdad, Suite 250 Round Rock, Texas 78664 (512) 341-3345 kbakera,roundrocktexas.gov 22.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) 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: Design Workshop, Inc. 1390 Lawrence Street, #100 Denver, CO 80204 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephanie L. Sandre, 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. 23.0 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. 11 24.0 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. 25.0 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 Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute. 26.0 SEVERABILITY The invalidity, illegality,or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of 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 of 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. 27.0 STANDARD OF CARE 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. 28.0 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. 12 29.0 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure an anticipatory repudiation of this Agreement. 30.0 MISCELLANEOUS PROVISIONS Time is 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 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. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction 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 performed 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. [Signatures on the following page.] 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock,Texas Design Workshop, Inc. By: NM By: n.-- Printed Name: 0 Printed Name: Conners L dner Title: ftj#A Y Title: Principal Date Signed: Date Signed: 02/06/2023 For City, Attest: By:"MZ 04— City Clerk De" For City, Approved as to Form: By: 1/;1'50w-"- a-19,9 p anie L. Sandre, City Attorney 14 Exhibit "A" ATTACHMENT A—SCOPE OF SERVICES for The Lawn on Brushy Downtown Park Round Rock, Texas 01/04/23 ATTACHMENT A- SCOPE OF SERVICES PROJECT DESCRIPTION The Lawn on Brushy Downtown Park site consists of 20 acres of parkland along Brushy Creek and is part of the City of Round Rock series of parkland projects along Brushy Creek. The Lawn on Brushy Downtown Park will serve as an important link between the historic Heritage Trail. The park will integrate and connect to the concurrent transportation project and become a catalyst to downtown Round Rock.The City's desire to integrate access points through local streets, site amenities, play areas, shade structures, interpretive signage, art features, pedestrian creek crossings as well as open spaces;will create a much-desired downtown destination park. The following narrative describes a comprehensive list of tasks required to reach a community supported conceptual vision for the Round Rock Downtown Park. Following this phase one visioning process,the team will work with the client to formulate an update scope for contract documentation and implementation. The scope of work to be performed by Design Workshop(DESIGN WORKSHOP)in connection with this agreement is as follows: BASIC SERVICES: Part 1: Project Start-Up Part 2: Site Analysis and Discovery Part 3: Establishing Stakeholder Values Part 4: Developing and Capturing the Vision RELATED SERVICES: Part 5: Boundary,Tree, and Topographic Survey Part 6: Wetland and Archeological Assessment Part 1: PROJECT START-UP The general objective for this phase of the work is to develop a thorough understanding of the work that has been completed to date, become familiar with the site and to develop a preliminary understanding of the development program. The specific tasks to be completed are as follows: 1. Review pertinent codes,current entitlements, and conditions of approval, which may impact the site development concepts. Review all previous planning studies associated with the site context. 2. Our team will lead a Strategic Kick-Off Meeting(SKO)with the Client team (and/or Project Working Group advised by the Client).As part of the meeting,we will review the project management plan, communications plan, discuss preliminary goals and tour the site. DESIGNV ORKSHOP Exhibit "A" The Lawn on Brushy Downtown Park Round Rock,Texas 01/04/23 i. Review Project Management Plan: Define the roles and responsibilities of the project team, which will include Client's project manager,the consultant team and any personnel from Client or third parties designated by the Client to participate in the project. Prepare a detailed written project schedule/work plan. Develop an appropriate communication plan for keeping the Client(Board,staff, etc.) informed of project progress. Review the Stakeholder Engagement Strategy. ii. Establish Preliminary Goals: Lead a dialogue about opportunities and constraints of the existing site to target key objectives and priorities to assess perceived needs, review and develop project goals, design criteria, and site program. The result is a distilled set of measurable project goals, as well as key components of the master plan process that will lead to a successful design-what Design Workshop calls Critical Success Factors,that will keep the Design Workshop Team accountable for measurable outcomes. iii. Attend Site Tour with full Design Workshop team:Our team and the Client will walk the study area to discuss existing conditions such as drainage, infrastructure,tree health, historic/cultural development,views, mobility, land use,shade and human comfort and signage. The purpose of the site tour will allow our team to learn, specifically from the Client, key elements of opportunity that might exist on all park parcels, street connections, and local context in the Downtown area. It is anticipated that this site tour will last approximately two to four hours. Our team and client will determine the appropriate stops together prior to the kick-off. iv. Conduct Ecological Site Assessment Field Work: Following the Site Tour,the ecological team will document on-site soil and vegetation conditions on a finer scale. The purpose of the field visit is to assess overall ecological health, map vegetative communities,document valuable or remnant communities and species, problematic species and conditions, potential influences from adjacent properties and opportunities for ecological connectivity. It is anticipated that two to four days will be required to compete this field work. 3. Community engagement is fundamental to every design process and Design Workshop is skilled at listening to the many voices of the community. Part of facilitating this process is being creative with the tools that we use so that everyone has a chance to participate in the form that they feel most comfortable. Our team will develop a Community and Stakeholder Engagement Strategy to gather valuable input from broad perspectives and establish community consensus. We anticipate a robust dialogue with the Client, key stakeholders and the public. We will work with the client team to determine specific objectives for each outreach effort and the best tools for achieving those objectives.As part of executing the Community and Stakeholder Engagement Strategy, Design Workshop will take the lead in preparing presentation documents,facilitating public and stakeholder input sessions, and providing meeting summaries. 4. Understand if any opinions of probable cost have been prepared for the project and collect them for reference. Obtain understanding of target site improvement budget with the client. 5. Review of current operating environment,existing roles and responsibilities for current DESIGNWORKSHON 2 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock, Texas 01/04/23 organizational capacity. 6. Prepare a project website to be utilized for all engagement and milestones. Intended to inform and engage the community. 7. Coordinate with local engineers and architects that are currently working on downtown Round Rock streetscape, park,trails,or facility improvements. The following products will be prepared/delivered: 1. Detailed project schedule and work plan; 2. Project management plan; 3. Preliminary list of project goals; 4. Stakeholder Engagement Strategy; 5. Report regarding current operating environment,opportunities,and constraints/challenges. 6. Report for potential permitting associated with codes. 7. Agenda and summary of strategic kick-off meeting. 8. Documentation of site visit through photography and field notes; 9. Monthly outline of accomplishments(carries through all tasks); 10. Creation of shared data folder 11. Establishment of project website The following meetings are anticipated: 1. Project kick-off meeting with client and site tour(1 day) 2. Bi-weekly client calls(throughout the project—assumes a total of twelve calls) 3. Up to two(2)meetings for coordination with local engineers/architects Part 2: SITE ANALYSIS AND DISCOVERY At the heart of Design Workshop's Legacy Design process is a strong baseline condition stemming from thorough site analysis.This task will ultimately serve as the groundwork for measuring existing conditions and establishing key benchmarks. We understand projects within an existing context are often complex and require careful and deliberate analysis. Following the in-depth site visit and data collection and review, our team will establish a detailed inventory and analysis of existing site conditions for the defined area of work. The specific tasks to be completed are as follows: 1. Prepare a site analysis/framework plan,summarizing major influences upon design. Our analysis of existing conditions may include, but is not limited to, items such as: DESIGW( RKSHO P 3 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock, Texas 01/04/23 a. Site hydrology b. Topography c. Vegetation(existing remediation/cleanup efforts, evaluation of tree canopy and understory) d. Soil conditions e. Ecological systems including both flora and fauna(habitat types, species, and key movement corridors) f. Vistas and views g. Security h. Noise i. Traffic, parking, services area, utilities(water,sewer,electric,gas, and telecommunications) j. Access and circulation k. Adjacent land use and compatibility I. Existing trails assessment 2. Work with the city to determine baseline operation funding and expectations.The summary of data collected will be informed by an understanding of revenue sources,staffing costs and the parks maintenance budget.This work will be completed in coordination with the Operations and Maintenance related task. 3. Develop a preliminary project matrix with the intent to finalize the agreed list of goals and strategies and provide initial research and evaluation of these items. Each applicable strategy will include benchmarks from other case studies to ensure research and best practices are fully incorporated into this Project. In addition,each strategy and benchmarked metric will be included in an ongoing matrix that will define future roles and responsibilities to ensure that the strategy is realized in the process and through implementation. 4. Establish a list of preliminary programming with client and an understanding of potential revenue generation from hard and soft programming options as part of Operations and Maintenance related services. 5. Up to four(4)additional site visits during analysis phase for further in person investigation. The following products will be prepared/delivered: 1. Overall existing conditions plans developed from Geographic Information System (GIS)mapping technology data 2. Up to six(6)site inventory maps diagramming: o Land use o Accessibility o Vehicular and pedestrian circulation o Vegetation DESIGNMORKSHO P 4 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock,Texas 01/04/23 o Existing major utility and stormwater o Lighting o Wind comfort and sun exposure o Programming o Soils o Trails inventory map 3. Ecological site assessment report Part 3: ESTABLISHING STAKEHOLDER VALUES In conjunction with Task 2(Site Analysis and Discovery),the Team will conduct a one-day Values Workshop in which we will engage the Client team and key stakeholders in a workshop that will determine the main overarching goals for the project, using site analysis and inventory as a guide.As part of this workshop,the team will gain critical feedback from stakeholders on existing site challenges, site opportunities, and potential park programming. Engagement at the Values stage will consist of a series of survey questions to gain feedback on goals, critical success factors,and programming. The team will also present precedents to the community as part of the polling questions. The final details of the one-day workshop will be developed in the Community and Stakeholder Engagement Plan,Workshop#1 will include up to(4)stakeholder engagement meetings with various stakeholder groups and a public workshop. The specific tasks to be completed are as follows: 1. Prior to the workshop,the team will conduct coordination conference calls as part of the bi-weekly calls with the Client to review all developed materials and walk through the logistics of the event. 2. The Client and DW team will select specific community groups/organizations to meet with, as necessary. 3. DW will provide content such as flyers and advertisement materials, but Client will reach out to the stakeholders. The following products will be prepared/delivered: 1. Plan and lead workshop(one day, up to four(4)stakeholder group interviews,one(1)public webinar/in person meeting to discuss opportunities, constraints,goal setting, analysis and programming. 2. Summary of workshop including written documentation of stakeholder engagement 3. Digital presentation for website The following meetings are anticipated: 1. Values Workshop-Includes multiple meetings over one day in Round Rock DESIGININNO RKSHUN 5 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock, Texas 01/04/23 Part 4: DEVELOPING AND CAPTURING THE VISION The general objective for this task is to test program goals against site conditions and to explore design ideas through the creation of a series of conceptual alternatives. This will take into consideration each park parcel as well as the key corridors that connect them. Each strategy will be accompanied by 3D simulation graphics, plans, sections, and diagrams to illustrate design intent. As part of this task,the Team will conduct a one-day Vision Workshop in which we will engage the Client team and key stakeholders in a workshop that will determine input on the overall strategy objectives and conceptual plans.As part of this workshop,the team will gain critical feedback from stakeholders to refine the design into an overall conceptual plan. The specific tasks to be completed are as follows: 1. Prepare up to three(3)framework diagrams for the parks. Framework diagrams will provide the client a chance to review preliminary layout and programming options. 2. Review framework diagrams with client for feedback. 3. Prepare up to two conceptual plans for the park. pans will be illustrated through graphic cross sections, perspective drawings, supporting diagrams, and precedent imagery. 4. Lead the client through a visioning charrette prior to the Vision Workshop stakeholder meetings to review and provide feedback on preliminary conceptual design sketches. 5. Prepare for Vision Workshop a. The Client and DW team will select specific community groups/organizations to meet with, as necessary. b. DW will provide content such as flyers and advertisement materials, but Client will reach out to the stakeholders. 6. Prepare refined conceptual plan based on stakeholder feedback to be reviewed with client team. 7. Based on the conceptual design plan, prepare an opinion of the range of probable costs. This range is an opinion only. 8. Based on the final conceptual plan,the Design Team will develop a preliminary operations and maintenance plan for the park that will determine staffing requirements for expanded park amenities as well as other costs associated with operations including supplies, utilities,and contracted services. This will then be matched with the revenue opportunities that are evident for the park with a determination of the sources and level of revenues that will be possible. This estimate will be based on the market analysis that has been completed and the expected market penetration rates of the revenue generating elements of the park. 9. Identify opportunities for the park to leverage additional resources over and above baseline city funding and management. We will identify potential sources of public and private funding that can be layered with earned income to bridge funding gaps to support the park's operations and/or capital needs. We will also identify potential management partner(s)in park implementation and operations based on a high-level assessment of relevant stakeholders'capacities and interests. DESIGINIVORKSHOP 6 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock, Texas 01/04/23 The team will define the key capabilities required for park stewardship,which may include management, programming,fundraising, maintenance,and security. 10. Documents will be provided as final booklet and individual graphics The following products will be prepared/delivered: 1. Up to three(3)framework diagrams 2. Up to two(2)conceptual site plans for the park 3. Final conceptual site plans for the park 4. Up to two(2)site character sections for each street condition or other applicable graphics 5. Up to four(4)3-D simulation graphics illustrating conceptual design intent. 6. Up to four(4) imagery boards to portray site character 7. Up to two(2) review cycles included as part of client and vision workshop 8. Plan and lead workshop(one day, up to four(4)stakeholder group interviews, two(2)open houses) 9. Graphic booklet to capture conceptual planning process(no more than 50 pages in total) The following meetings are anticipated: 1. Lead and attend Vision Workshop(one day in Round Rock) 2. Client Visioning Meeting(up to 4 hours) RELATED SERVICES: Part 5 Boundary, Tree, and Topographic Survey Part 6 Wetland and Archeological Assessment EXCLUSIONS: • Contract documents:scope only includes deliverables associated with task identified and does not include schematic, design development, construction documentation,observation, bidding, and or permitting. • Marketing and collateral material such as renderings,graphics, etc.not listed in the scope of work. • Services required because of changes to the Project including but not limited to changes in size, quality and complexity,schedule, program, or budget. • Coordination and documentation of LEED, SITES,or any other green certification. • Deductive or additional change orders requested by Client after the completion of construction documents. DESIGNWORKSHOP 7 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock,Texas 01/04/23 • Plan preparation for and construction observation of portions of the project let on a segregated bid basis. • The observation and administration of construction for discrete projects or items which may begin prior to completion of schematic design or design development. • Preparation of record drawings or of measured drawings of existing conditions, it is our understanding that contractor will provide field record drawings for DW review. • Additional time required in the construction observation phase other than the hours indicated in the Basic Services of the agreement. • Additional meetings other than the number indicated in Basic Services of the agreement. • Required traffic studies or regulatory studies not indicated in the scope of services. • Platting. • Traffic signal design or modification. • Geotechnical reporting. PROJECT TEAM Design Workshop typically organizes projects in a team format with key responsibilities divided between the Principal-in-Charge and Project Manager. The key team members for your project are listed below: Principal-in-Charge Conners Ladner will serve as Principal-in-Charge of the Downtown Round Rock Park project and will have primary responsibility for the overall content and quality of the services performed by Design Workshop and our consultant team. Project Manager Margarita Padilla will serve as the Project Manager for the Downtown Park Project and will also be responsible for leading the planning and design efforts associated with the work. Her responsibilities will include the coordination of Design Workshop's in-house design team as well as regular communication and coordination with all members of Design Workshop's consultant team. SCHEDULE Design Workshop is prepared (to begin services immediately) upon receipt of a retainer and a signed copy of this proposal from an authorized owner's representative. Task 1: Project Start-Up • 01/06/23—SKO&Site Tour • 01/06/23 to 01/20/23—Ecological Assessment Field Work • Bi-weekly client calls throughout the project Task 2: Site Analysis and Discovery • 01/06/23 to 02/06/23-Site Inventory Maps • 01/06/23 to 02/06/23-Ecological Site Assessment Report DESIGNWORKSHO P 8 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock,Texas 01/04/23 Task 3: Establishing Stakeholder Values • 02/06/23 to 02/17/23—Stakeholder and Community Engagement Window#1 o TBD-Public Webinar o TBD-Values Workshop Task 4: Developing and Capturing the Vision • 02/17/23 to 05/19/23-Conceptual design alternatives • 03/27/23 to 03/21/23-Stakeholder and Community Engagement Window#2 o TBD-Values Workshop o TBD-Public Webinar FEES AND EXPENSES 1. Basic and Related Services Compensation to Design Workshop for the services described herein and in accordance with the conditions of this agreement shall be for a lump sum fee of$265,834. Basic Services: Part One Project Start-up $64,429 Part Two Site Analysis and Discovery $41,233 Part Three Establishing Stakeholder Values $35,500 Part Four Developing and Capturing the Vision $109,435 Basic Services Professional Fees $250,597 Related Services: Part Five Boundary, Tree, and Topographic Survey $3,403 Part Six Wetland and Archeological Assessment $11,834 Related Services Professional Fees $15,237 Reimbursable Expenses: $12,000(NTE) 2. REIMBURSABLE EXPENSES Reimbursable Expenses are in addition to compensation for Basic Services. Reimbursable expenses incurred by Design Workshop and consultants directly related to the project such as, but not limited to,travel, photography,telephone charges,video conference charges, and printing DESIGNXVOR KSHOP 9 Exhibit "A" The Lawn on Brushy Downtown Park Round Rock, Texas 01/04/23 expenses shall be billed at Design Workshop's cost plus ten percent(10%).The total cap for reimbursable expenses will be held at$12,000 and billed as accrued. 3. RETAINER In accordance with Design Workshop's policy, a retainer of($15,000)is payable upon acceptance of this proposal. The retainer will be applied to our final billing.All invoices must be paid prior to release of the final documents. 4. ADDITIONAL SERVICES Services in addition to those described above are to be compensated on a Time and Materials basis per Design Workshop's current published rate schedule.Additional services will include(but are not limited to)redesign of previously approved work, major revisions to program and/or expansion of scope of services.Whenever practical,changes, additions, or modifications to the scope of services shall be authorized by written change request; however,the absence of such a written change order shall not act as a bar to payment of fees due Design Workshop, provided the change was in fact approved and ordered by the Client. 5. TAXES(For Canada, UAE and other states and countries that may apply) Any taxes or fees, (local, state or federal), based on gross receipts or revenues will be added to amounts due under this contract. PAYMENT TERMS 1. This is a lump sum contract(OR percent of construction cost contract)and will be billed monthly as a percentage completed for each phase of the work. 2. (Clause#1 is for use with Lump Sum and Percent of Construction Cost billing only.) 3. Invoices will be mailed from Design Workshop's office by the 10th of each month. Invoices are payable within 30 days of the date of billing. Invoicing shall be specific to each major task and will describe the completed portion of the services. 4. Extensive itemized breakdowns of hourly activities or provision of detailed backup for reimbursed expenses for accounting purposes are not a normal procedure; however, at the Client's request, Design Workshop will provide this service at an hourly rate of$65(sixty-five dollars) per hour. ACCEPTANCE DESIGNWORKSHON 10 Exhibit "A'' The Lawn on Brushy Downtown Park Round Rock, Texas 01/04/23 1. This Agreement is entered into between Design Workshop, Inc. and(insert name of client), owner or reputed owner of the property to be benefited by Design Workshop's services. 2. If this contract meets with your approval, please sign below and return one(1)copy for our file. 3. If this agreement is not accepted within two(2) months from the date of receipt, the offer to perform the described services may be withdrawn and Design Workshop may renegotiate this proposal 4. The Client agrees that they have read and understood the Contract Provisions attached hereto and incorporated herein by reference. DESIGN WORKSHOP, INC. By: n._— Date 02/06/2023 Title: Principal APPROVED B CLIENT: By Date: Title: 44 Or-V DESIGNWORKSHOP Exhibit "B" Design Workshop.Inc. Round Rack Downtown Park 1/42023 Detailed Fees-Vision Plan U.d.w.p. a.hft— Fc.l.d,t Op.—.....d siFn,4•,nd (dd4. Cha(F-- Arhk«tuc. (u,W.d G-1 .k.l p'..'—ftCort Ufln, or W,Yh,di,4(Fd2 W.h.h.pI Nkh.b) (WW...V Yoh Struc1A(PM) C.Ikb—i.) Fn31n..r[MU) (AV,.) (V.rm. .) O,jp Studios) UPDATED TOTAL Pan l:Pmjea Start-Up $20,615.00 $7,214.00 $6,200.00 $3,500.00 $12,900.00 $10,000.00 $4,000.00 $",429.00 Part 2: Site Analysis and Discovery $7,S0a00 $20,633.00 $1,300.00 $7,300.00 $4,000.00 $41,233.00 Pan 3:Establishing Stakeholder Values $26,000.00 $2,500.001 $3,000.00 $4,000.00 $35,soo.00 Part 4: Developing and Capturing the Vision $51,935.00 $20,500.00 S4,S00.00 $zs,000.00 $7,500.00 $109,43S.00 Pan S:Boundary,Tree and Topogipahic Survey $3,403.00 $3,403.00 Pan 6:Wetland Delineation 511,034.00 $11,334.00 Part 7: Archeological Investigation Subtotol 5306,050.00 $43,044.001 $30,500.00 $3,50C).001 $28,200.00 $0.001 $25,000.001 $10,000.001 $19,S00.00 $265,834.00 Expm— $12,000.00 Grand ToFal with Ex ensu $277,834.00 DESIGNAORKSI IOP 17 Client#: 1085130 Exhibit „C„ DESIGWOR1 DATE(MMIDDIYYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 1 7111/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: _ __ _ _ _ USI Insurance Services, LLC PHONE 800 873-8500FAX ,CON ICNo Ell: (A/C,No): P.O. Box 7050 ADDRESS: den.certificate&Si.com Englewood, CO 80155 800 873-8500 INSURERS)AFFORDING COVERAGE NAIC# INSURERA:Hartford Casualty Insurance Company 29424 INSURED INSURER B:Hartford-WC Multiple Issuing COs 00914 Design Workshop, Inc. INSURER C:Berkley Insurance Company 32603 1390 Lawrence Street,#100 INSURER D: Denver, CO 80204 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLISUB POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DDIYYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY X X 34SBEAC4649 7/13/2022 07/13/202 EACHOCCURRENCE $1,000,000 CLAIMS-MADE �OCCUR PREMISES EaEi ,r nce $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 CT LOC PRODUCTS-COMP/OP AGG S2,000,000 POLICY�J OTHER: $ A AUTOMOBILE LIABILITY X X 34SBEAC4649 7/13/2022 07/13/202 COMBINED INGLE LIMIT o accidentS1+000,000 ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY Per accident S A X UMBRELLA UAB X OCCURtX 34SBEAC4649 7/1312022 07/13/202 EACH OCCURRENCE s4,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE s4,000,000 DED I X RETENTION$10000 $ B WORKERS COMPENSATIONX 34WEGT03899 7/13/2022 07/13/202 X PER AND EMPLOYERS'LIABILITY OTH- ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? � NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional AEC905666803 7/13/2022 07/13/2023 $2,000,000 per claim Liability $4,000,000 annl aggr. Claims Made DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) As required by written contract or written agreement,the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insureds under Umbrella/Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION For Proposal Purposes Only SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P P y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1390 Lawrence St., Suite 100 ACCORDANCE WITH THE POLICY PROVISIONS. Denver, CO 80204-0000 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S36682351/M36671807 HKYZP Exhibit "C" DESCRIPTIONS (Continued from Page 1) The General Liability,Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis.A Blanket Waiver of Subrogation applies for General Liability,Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella/Excess Liability policy provides excess coverage over the General Liability,Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. SAGITTA 25.3(2016/03) 2 of 2 #S366823511M36671807