Loading...
Contract - RVi Planning & Landscaping Architecture - 2/27/2025 PROFESSIONAL CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND RVi PLANNING+LANDSCAPE ARCHITECTURE FOR THE TRAILS MASTER PLAN UPDATE 2025 PROJECT 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 the Trails Master Plan Update 2025 Project (the "Agreement'), is made on this 2-'7A day of , 2025, by and between the CITY OF ROUND ROCK, a Texas home-rule municipa corp ation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the "City"), and RVi PLANNING + LANDSCAPE ARCHITECTURE located at 3461 Ringsby Ct., Suite 420, Denver, CO 80216 (the"Consultant"). RECITALS: WHEREAS, City has determined that it has a need for professional consulting services related to the Trails Master Plan Update 2025 Project hereinafter"Consulting Services;"and WHEREAS,City desires to contract with Consultant for the 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, 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 set forth in the introductory paragraph above 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 work, estimated to be March 2026. 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. 0123.20251;4926-9311-6436 R - �,0�s-01-f-<,�`jl 2.0 SCOPE OF SERVICES A. Consultant has provided its proposal for Consulting Services, such proposal for Consulting Services being attached hereto as Attachment"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. B. Consultant shall satisfactorily provide all Consulting Services described herein and as set forth in Attachment "A." Consultant's undertaking shall be limited to performing Consulting Services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform the Consulting Services in accordance with this Agreement in a professional and workmanlike manner pursuant to the work schedule agreed upon by both parties. 3.0 LIMITATION TO SCOPE OF SERVICES Consultant's undertaking shall be limited to performing the Consulting 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 Attachment "A," and may only be modified by a written Supplemental Agreement executed by both parties as described in Section 9.0. 4.0 CONTRACT AMOUNT A. In consideration for providing the Consulting Services, Consultant shall be paid on the basis of actual hours worked provided by Consultant in accordance with the Fee Schedule attached hereto as Attachment"B," and incorporated herein by reference for all purposes. B. Consultant's total compensation for Consulting Services hereunder shall not exceed $149,985.00. This amount represents the absolute limit of City's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and City shall pay, strictly within the not-to-exceed sum recited herein, Consultant's fees for work done on behalf of City. 5.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT A. Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for Consulting Services rendered. Such invoices for Consulting Services shall track the referenced Scope of Work, and shall detail the Consulting 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. 2 B. Backup Material. Should additional backup material be requested by the City relative to Consulting Services, Consultant shall promptly comply. 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. C. 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 herein. D. Taxes. The City is exempt from Federal Excise and State Sales Tax. Therefore, such taxes shall not be included in Consultant's invoices. 6.0 INSURANCE Consultant shall meet all City of Round Rock Insurance Requirements set forth at: https://www.roundrocktexas. og v/wp-content/uploads/2014/12/corr insurance 07.20112.pdf. 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 Consulting Services under this Agreement are completed, or the date the City receives a correct invoice for the Consulting 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: (1) 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 (2) 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 (3) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (4) 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 Consulting 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 Consulting 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 AND DEFAULT A. Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon written notice to Consultant (the "Date of Termination,") 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 Date 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. 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. 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. 4 B. 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. 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. 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 Consulting 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. 5 (4) Consultant or its employees or subcontractors shall perform Consulting 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 Consulting Services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the Consulting 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 AND MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with the Consulting 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. 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 6 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. 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, 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 Consulting 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 7 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 Consulting 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 Consulting Services to the City's reasonable satisfaction at no additional charge, or (b) if such deficient Consulting 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. 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, 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. 8 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. 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 Consulting 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. 19.0 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 shall further obtain all permits, licenses, trademarks, or copyrights required in the performance of the Consulting 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. 9 C. In accordance with Chapter 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 a provision 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 Chapter 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 a provision 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 REPRESENTATIVE The City hereby designates the following representative authorized to act on its behalf with regard to this Agreement: Katie Baker Park Development Manager 301 W. Bagdad Avenue, Suite 250 Round Rock,Texas 78664 (512)341-3355 kbaker(a)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 or email address as below; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated below. 10 Notice to Consultant: RVI Planning+Landscape Architecture 3461 Ringsby Ct., Suite 420 Denver, CO 80216 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. 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. 11 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 Consulting Services, responsibilities and duties specified herein and that such Consulting 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. 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 (A) Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the Consulting Services for each Phase of this Agreement within the agreed Project schedule may constitute a material breach of the Agreement. 12 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. (B) 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. (C) 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. (D) 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. (E) 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. RVi Planning+Landscape Architecture By: _ fio�'� Printed me: �/1/l Title: " Date Signed: City of Ro dRock,Texas By: ix � Printed Na0( Title: Date Signed:.4 1 _ For City,Attest: 6 By: Ann Franklin, City Clerk For City,Approved as to Form: By:, Stephanie L. Sandre, City Attorney 14 ATTACHMENT "A" SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT-PLANNING Project Name:Round Rock Trails Master Plan Update RVi#:P24002654 Client Name:City of Round Rock Parks and Recreation Client Address:301 W Bagdad Ave#250,Round Rock TX,78664 The following scope of services outlines tasks and subtasks to update the Round Rock Trails Master plan.Updates will be based on previously developed goals,actions,and directives as identified in completed City of Round Rock(Client)efforts including: • The Trails Master Plan update(2019) • Plavbook 2030:Building A Connected Community(2018) • The Transportation Master Plan(2023) ARTICLE 1:BASIC SERVICES The Consultant shall provide,for the Basic Fee plus reimbursable expenses,services described in the following phases. 1.1 (TASK 01)PROJECT MANAGEMENT AND ADMINISTRATION 1. Develop a detailed project management plan in collaboration with the Client that outlines project scope, roles, responsibilities,and resources. 2. Establish a detailed project schedule (using the Smartsheet online platform), identify key deliverables and due dates, performance measures,indicators,and identify project risks. 3. Support Client staff in the development of a project brand.Including the identification of project naming,project templates, project graphic standards,supporting graphic assets,and deliverable report formats. 4. Establish a twice(2)monthly 15 min project management meeting for consultant and Client project manager to coordinate and communicate. 5. Schedule,attend,develop agendas,and transmit meeting minutes from project coordination meetings.Project coordination meetings are separate from project management meetings and are limited to ten (10) one (1) hour meetings. These meetings are inclusive of meetings outlined in following tasks. 6. Develop QA/QC protocols to monitor the quality of work during project execution. 7. Identify critical dates and materials for presentation to key Client approval boards,commissions,and decision-making bodies.Presentations to decision-making bodies are suggested to occur: Once(1)with the Planning and Zoning Commission and Once(1)with City Council.One(1)additional to-be-determined. 8. Conduct project management activities including monthly invoicing,task tracking,critical path actions,budget monitoring, and project progress reporting. DELIVERABLES(all deliverables to be in electronic format): • Project management plan Detailed project schedule • Presentation materials • Notes and findings from presentations with decision-making bodies and stakeholders. 1.2 (TASK 02)DATA COLLECTION AND ANALYSIS 1. Existing Documentation a. Assess existing plans including the Trails Master Plan,Playbook 2030:Connecting the Community,and the Transportation Master Plan to determine what improvements have been completed and what improvements remain to be completed. 2. GIS data assets a. Survey and analyze relevant and existing City GIS data and information to establish an existing conditions baseline.Including information previously developed for the existing Trails Master Plan.This task assumes that no new GIS data will be collected. b. Using GIS's online Storymap asset,develop a Trails Master Plan Update environment to efficiently share, review,and compare gathered data.The Storymap will be used throughout the life of the project to collaborate between RVi and Client and as a platform to visualize data and potential improvements. 3. Existing Conditions Review and assess applicable previously completed community surveys and conduct staff interviews with Client staff. Identify data gaps and additional information required for the update.Identify methodologies and sources to obtain additional information identified.Items include: a. Staff interviews with applicable Client staff to identify specific needs related to the trails master plan document and implementation.Consultant will collaborate with Client to identify applicable staff to engage.This task includes interviews of of Client park rangers and other personnel to identify user types and patterns. b. Identify where trails intersect with roadways and/or railroads to identify areas that warrant further analysis and solution development. C. Identify gaps in the trail network that hinder connectivity between key destinations such as downtown,parks, schools,business districts,and residential areas. d. Identify regional trails and connections outside of Round Rock that could warrant new connections to provide access to the larger regional trail system. e. Create a summary analysis of trail-connected local destinations,cultural sites,unique environments,and/or other important places that attract diversified uses,inform experiential design language,and serve as points of pride or reference along the trail system. I. Identify existing and planned wayfinding elements and infrastructure to establish a foundation for the development of system-wide wayfinding standards and solutions later in the project. g. Conduct a desk-top assessment and/or use existing Client data to identify ecologically sensitive areas that should be considered during solutions development.Identify previously identified cultural and historic resources that should be considered.Identify vulnerable and disadvantaged populations along existing and future trail alignments. 4. Identify best practices and innovative solutions that can be adapted for Round Rock's Trail's Master plan update from two (2)other peer jurisdictions.Peer jurisdictions will be identified in collaboration with the Client.Desktop,survey level analysis will identify best practices and potential innovations for incorporation. 5. Conduct a one(1)site visit with Client staff after Data Collection and Analysis task to assess and confirm on-ground conditions. 6. Using findings from this task develop a summary analysis of relevant findings and potential directives to guide the development of effective and appropriate Plan updates later in the process. DELIVERABLES(all deliverables to be in electronic format): • GIS Storymap • Case study findings • Site visit documentation • Plan Opportunity Assessment/Existing conditions memorandum 1.3 (TASK 03)COMMUNITY ENGAGEMENT 1. Community Open Houses a. In support of Client staff,RVI will participate in two(2)rounds of outreach during the project that will gather public input on current trail conditions and desired improvements.RVi staff will attend each outreach meeting and support Client staff in the development of meeting agendas,deliverables.and administration of meetings: (1) First Round:Hold five(5)open houses,one(1)in each sector of the Client(NE,SE,SW,NW,and Downtown). This meeting will present results of existing conditions analysis and conduct listening sessions to obtain community feedback and perspectives on desired improvements,potential issues,and future needs. (2) Second Round:Hold four(5)open houses,(1)in each sector of the Client(NE,SE,SW,NW and Downtown). This meeting will present updated trail master plan goals and directives,present draft city-wide and sector- specific enhancements/solutions for community review and feedback. b. It is assumed the Client staff will lead the organization,development,and execution of each round of public engagement.RVi staff will provide staffing and support in the execution of each round of public engagement. DELIVERABLES(all deliverables to be in electronic format): Boards and materials for two rounds of community open houses. Notes and minutes from each engagement. 1.4 (TASK 04)REVIEW AND UPDATE OF TRAIL MASTER PLAN GOALS AND VISIONS 1. Review,confirm,and analyze trail-associated planning goals in the 2023 Transportation MasterPlan,the 2019 Trails Master Plan, and Playbook 2030: Building a Connected Community for applicability and to determine potential updates and additions.Review for conformance with the Americans with Disabilities Act and Texas Accessibility Standards. 2. Using analysis of applicable existing goals and directives,community feedback,and Client perspectives,develop amended and/or new goals and plan directives to guide the development of both City-wide and corridor-specific trail recommendations.Directives and goals will be used in combination with existing conditions analysis,staff interviews,and data investigations to develop city-wide and sector-specific solutions and enhancements. DELIVERABLES(all deliverables to be in electronic format): • Memorandum outlining existing goals and directives and amended goals and directives for the new Trails Master plan. 1.5 (TASK 05)TRAIL NETWORK PLANNING 1. System-Wide Recommendations a. Develop an updated city-wide trail network based on previous task findings.Work to develop an updated city- wide trail includes: i. Identification of new trail alignments that augment existing trail alignments and that meet the needs and requirements of Trail Master Plan goals and directives established in Task 4 ii. Ensure that the future trail network aligns with broader land use strategies and future development areas.Identify solutions and alignments that provide access to key Round Rock activity nodes including. 1. Downtown 2. The District 3. Parks and recreation facilities 4. Schools and other civic infrastructure 5. Other activity centers as identified. iii. Ensure that the updated city-wide network provides safe and convenient regional connections by: 1. Identifying new north/south connections. 2. Identifying new and improved connections to adjacent Williamson County and neighboring jurisdiction trails and facilities. iv. Identify existing and potential future experiences on and along the trail that elevate the community's recreational reputation and inform design language for future environmental design and signage& wayfinding. v. Using existing standards update and revise to develop new standards that will guide the future design and implementation of new trails and trail improvements.Standards will include TAS standards to ensure accessibility compliance.Standards will include: 1. Typical trail sections. 2. Roadway crossing standards. 3. Trailhead standards. 4. Access standards. 5. Signage standards. i. Identify areas and locations called out in the Transportation Master Plan where trails,on-street bike and pedestrian facilities,and roadways intersect.Develop a range of typologies and recommendations for application to specific locations and conditions to create safe and convenient connections. b. Develop corridor-specific strategies for existing and future trail corridors using information and findings from previous tasks and guidance developed within city-wide recommendations.Trail Corridors include: i. Bushy Creek corridor ii. Chandler Branch corridor iii. Kensington Park corridor iv. Northeast corridor v. Northwest corridor vi. Southeast corridor vii. Southwest corridor viii. New corridors identified as part of this planning process. DELIVERABLES(all deliverables to be in electronic format): • City-wide trails master plan map and supporting narratives,graphics,and deliverables. • Corridor-specific improvements and recommendations including supporting narratives,graphics,and deliverables. • Integration solutions for the Transportation Master Plan and the Trails Master Plan. 1.6 (TASK 06)REGULATORY COMPLIANCE AND POLICY UPDATES 1. Review identified solutions to ensure they meet applicable laws,regulations,and policies. DELIVERABLES(all deliverables to be in electronic format): • Completed compliance checklist outlining regulatory compliance findings 1.7 (TASK 07)IMPLEMENTATION: PHASING,BUDGETS,AND ROLES AND RESPONSIBILITIES 1. Identify high-level construction and operations and maintenance costs for identified improvements. 2. Identify roles and responsibilities for implementation for internal and external stakeholders. 3. Identify a cadence of improvements based on stakeholder needs,budgets,and organizational roles and responsibilities. DELIVERABLES(all deliverables to be in electronic format): • A phasing,budget,and roles and responsibilities memorandum outlining Task 7 findings. 1.8 (TASK 09)REPORT DEVELOPMENT AND COMMUNICATIONS OF THE FINAL PLAN 1) The final plan will be developed in chapters.As each task is completed a draft chapter will be sent to the CLIENT. This process will allow for the incorporation of well-informed and timely comments and efficient development of the final document.Upon chapter submittal,Client staff will return redlines and markups within ten business days. 2) Develop a content strategy that outlines the key messages,data points,and visuals to be included in the report. Focus on making the information easy to understand and visually appealing to engage a wide audience and to create excitement,energy,and support. 3) Data Visualization Use data visualization techniques to present complex data(like usage statistics,budget allocations,and project timelines)in a clear and engaging manner. 4) Create a final report that is visually appealing and aligns with the city's branding guidelines.This includes the use of infographics,charts,and high-quality images. 5) Provide the report in various formats,including print,PDF,and an online interactive version hosted by ESRI's Storymap platform.Ensure that the digital versions are accessible to people with disabilities,following Web Content Accessibility Guidelines(WCAG) 6) Assist Client in the distribution of the report through multiple channels,including the city's website,email newsletters, public libraries,community centers,and at public events. 7) Organize and participate in one(1)community presentation where key findings and future plans are discussed, providing a platform for questions and feedback. DELIVERABLES(al/deliverables to be in electronic format): • A draft and final Client Trails Master Plan report ARTICLE 2: ADDITIONAL SERVICES All services requested by the Client that are not listed in Article 1 of this Agreement are considered Additional Services.Additional Services are not included in the Basic Fee and shall be paid for by the Client as set forth in Article 4.2 of this Agreement.Additional Services may include,but not be limited to,the following: 1) Preparation of Bidding documents and plans as well as,any phased bid package(s)with a reduced scope of items defined herein,including construction drawings and specifications 2) Any construction phase services related herein. 3) Subsurface utility investigation or S.U.E.services 4) Detailed Flood Plain Analysis 5) FEMA Conditional Letter of Map Revision(CLOMR)and/or Letter of Map Revision(LOMR) 6) Preparation or processing of any permits associated with the disturbance of Waters of the US in accordance with USACE 33 CFR and Section 404 of the Clean Water Act not described in the Basic Services 7) Land Acquisition services 8) Easement acquisition or vacation including preparation of easement documents other than those in Scope of Services 9) Legal Lot Determinations 10) Preparation of multi-use agreement(s)and exhibits 11) Any services related to ROW acquisition 12) Assistance or representation in litigation concerning the property of proposed project 13) TCEQ Water Pollution Abatement Plan 14) Traffic Impact Analysis 15) TxDOT roadway modifications 16) Traffic Control Plans 17) Construction Staking 18) Conflict Resolution 19) Preparation and processing of Waivers,Variances or Exceptions 20) Services required after final acceptance of construction work 21) Revisions to drawings previously approved by the County and regulatory entities due to changes in:Project scope,budget, schedule,unforeseen subsurface construction conditions or when such revisions are inconsistent with written approvals or instructions previously given;enactment or revision codes,laws,or regulations subsequent to the preparation of such documents. 22) Preparation of presentation materials for marketing or purposes other than those described in Basic Services, 23) Public or other presentations beyond those described in Scope of Services, 24) Provide consultation,drawings,reports,and other work products related to permits,approvals and ordinances not described in the Scope of Services 25) Preparation of record documents from contractor's construction record drawings 26) Providing services other than those outlined in the Scope of Services, 27) Utility relocation design 28) Utility plans of any kind. 29) Governmental Fees and Fiscal 30) Assembly and recording of legal documents 31) Traffic Impact Analysis 32) Platting 33) Off-site designs of any nature 34) Legal lot determinations 35) Conflict resolution ARTICLE 3:INFORMATION TO BE PROVIDED BY CLIENT 1.1 Client shall provide,in a timely manner,all criteria and full information regarding Client's requirements for,and limitations on,the Project,including without limitation: 1. Knowledge of,and copy(s)of other consultant work adjacent to or affecting any areas of work included in this contract, in Autocad format,if possible.For example,road,utility,land acquisition,or potential development projects 2. Assist the Consultant by placing at its disposal all available reports,plans,specifications,and other data relative to this project. 3. Examination of all studies,reports,sketches,estimates,specifications,drawings,and other documents presented by the Consultant and shall render in writing responses pertaining to a reasonable amount of time so as not to delay the work of the Consultant. 4. Payment of all Permitting/Review Fees necessary for the successful completion of this Agreement.Permit Fees many include but not be limited to the Texas Department of Licensing and Regulation (TDLR), Texas Commission on Environmental Quality(TCEQ), United States Army Corp of Engineers(USACE),Williamson County&Cities Health District,Client(CORR). 5. Designate a representative to serve as the point of contact for the project. ATTACHMENT "B" FEE SCHEDULE Project Name: Round Rock Trails Master Plan Update RVi#: P24002654 Client Name: City of Round Rock Parks and Recreation Client Address: 301 W Bagdad Ave#250, Round Rock TX, 78664 Each task listed below is associated with a fixed fee and will be billed monthly based on the percentage of completion of the respective task.This method ensures that billing is aligned with the progress made on each aspect of the project. 1.1 (TASK 01)PROJECT MANAGEMENT AND ADMINISTRATION($12,108) 1.2 (TASK 02)DATA COLLECTION AND ANALYSIS($17,925) 1.3 (TASK 03)COMMUNITY ENGAGEMENT($21,600) 1.4 (TASK 04)REVIEW AND UPDATE OF TRAIL MASTER PLAN GOALS AND VISIONS($6,380) 1.5 (TASK 05)TRAIL NETWORK PLANNING($55,210) 1.6 (TASK 06)REGULATORY COMPLIANCE AND POLICY UPDATES($2,285) 1.7 (TASK 07)IMPLEMENTATION: PHASING,FUNDING,AND ROLES AND RESPONSIBILITIES($9,040) 1.8 REPORT DEVELOPMENT AND COMMUNICATIONS OF THE FINAL PLAN($18,450) Total Fee for Contract: $142,998 Expenses: $6,987 This fee schedule defines the total financial commitment under the contract and reflects the complete provision of services as described.