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R-2014-2032 - 11/25/2014
RESOLUTION NO. R-2014-2032 WHEREAS, the City of Round Rock desires to retain professional consulting services related to design services for the proposed Heritage Trail East Project, and WHEREAS, Schrickel, Rollins and Associates, Inc. has submitted an Agreement for Professional Consulting Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Schrickel, Rollins and Associates, Inc.,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Professional Consulting Services for Design Services with Schrickel, Rollins and Associates, Inc., a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 25th day of November, 2014. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: .of Kettik SARA L. WHITE, City Clerk 0112.1404,00315814 EXHIBIT „A» CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR DESIGN SERVICES WITH SCHRICKEL,ROLLINS AND ASSOCIATES,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 proposed Heritage Trail East 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 SCHRICKEL, ROLLINS and ASSOCIATES, INC., located at 1161 Corporate West Drive, Suite 200, Arlington, Texas 76006 (the"Consultant"). RECITALS: WHEREAS, City desires to contract for Consultant's professional services generally described as design services for the Heritage Trail East Project; and WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS, desires to contract for such 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 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 or extended as provided herein. The term of this Agreement shall be until full and satisfactory completion of the work specified herein is achieved in accordance with Section 3.0. 00311 144/ss2 City reserves 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 PROPOSAL FOR SERVICES For the purposes of this Agreement, the City agrees to furnish the Consultant the information set forth and appended to this Agreement as Exhibit"A" titled "City Services." For purposes of this Agreement Consultant has issued its proposal for services for the tasks delineated therein, such proposal for services being appended to this Agreement as Exhibit"B" titled "Consultant Services, which document is attached hereto and incorporated herein by reference for all purposes. 3.0 SCOPE OF SERVICES Consultant shall satisfactorily provide all services described herein and as set forth in Exhibit"B." Consultant shall perform the Scope of Services in accordance with the Work Schedule set forth in Exhibit"C. 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 shall perform services in accordance with this Agreement, in accordance with the appended Proposal for Services, Scope of Services, the Work Schedule and in accordance with due care and prevailing consulting industry standards for comparable services. 4.0 LIMITATION TO SCOPE OF SERVICES Consultant and City agree that the scope of services to be performed is enumerated in Exhibit "B" and herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by City which may be influenced by but not be dependent on Consultant's work. 5.0 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant an amount not-to-exceed Seven Hundred Thirty-Seven Thousand Dollars and No Cents (737,000.00), in accordance with Exhibit "D" entitled "Fee Schedule," which document is attached hereto and incorporated herein by reference for all purposes, in payment for services and the Scope of Services deliverables as delineated in Exhibit «B ,, Deductions: No deductions shall be made for Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to Consultant. 2 Additions: No additions shall be made to Consultant's compensation based upon project claims,whether paid by the City or denied. 6.0 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 the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services,but not for taxes based upon Consultant's net income. 7.0 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is granter under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. 8.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty(30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or 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 3 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 goods delivered or 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 goods delivered or 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. 9.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year 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 effect such termination by giving Consultant a written notice of termination at the end of its then- current fiscal year. 10.0 TIMETABLES Unless otherwise indicated to Consultant in writing by City, or unless Consultant is unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control, the following timetable structure and deliverable due dates shall be in reasonable conformity to Consultant's schedule tendered to City and attached as Exhibit"C." 11.0 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. 4 12.0 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant, 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. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City 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. 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. 5 13.0 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. 14.0 CITY'S RESPONSIBILITIES Full information: The City shall provide full information regarding project requirements. The City shall have the responsibility of providing Consultant with such documentation and information as is reasonably required to enable Consultant to provide the services called for. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by the City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. Required materials: Consultant's performance requires receipt of all requested information reasonably necessary to provision of services. Consultant agrees, in a timely manner,to provide City with a comprehensive and detailed information request list, if any. 15.0 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. 6 (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. 16.0 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. 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 7 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, 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's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to the Consultant. 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. 17.0 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work no in compliance with this representation. 18.0 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 8 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. 19.0 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. 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. 20.0 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. 21.0 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 22.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES 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 services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. 23.0 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. 24.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Aileen Dryden Parks and Recreation Department 301 W. Bagdad Street, Suite 250 Round Rock, TX Consultant hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Victor W. Baxter 1161 Corporate Drive West Suite 200 Arlington,TX 76006 25.0 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. 10 Notice to Consultant: Schrickel, Rollins and Associates, Inc. 1161 Corporate Drive West Suite 200 Arlington,TX 76006 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 26.0 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. 27.0 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. 28.0 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 29.0 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. 30.0 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. 31.0 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. 32.0 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. 33.0 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. 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. 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 appear on the following page.] 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock,Texas Schric :, ' i Ilins . d A :ociates. Inc. By: By: /. ../I /, Printed Name: Printe• ame: Title: Title: tior Date Signed: Date Signed: A IreMfrffalffiff For City,Attest: By: Sara L. White, City Clerk For City,Approved as to Form: By: Stephan L. Sheets, City Attorney 14 LIPWA! EW.■ LWW EXHIBIT A SCOPE OF SERVICES TO BE PROVIDED BY THE CITY CITY OF ROUND ROCK Heritage Trail East The City will provide the following services to the Consultant in the performance of the Project upon request. A. Provide any existing data the City has on file concerning the Project, if available. B. Provide any available as-built plans for existing facilities, if available. C. Provide any available as-built plans for existing water and sanitary sewer mains, if available. D. Assist the Consultant, as necessary, in obtaining any required data and information from local utility companies. E. Provide standard details and specifications in digital format. F. Assist the Consultant by requiring appropriate utility companies to expose underground utilities within the right-of-way or easements,when required. G. Give prompt written notice to Consultant whenever City observes or otherwise becomes aware of any development that affects the scope or timing of the Consultant's services. H. The City will secure the services of an independent laboratory for Construction Phase Testing. Round Rock-Heritage Trail East Exhibit A Schrickel,Rollins and Associates,Inc. 3234i Page 1 of 1 MGM \1W EXHIBIT B SCOPE OF SERVICES TO BE PERFORMED BY CONSULTANT CITY OF ROUND ROCK Heritage Trail East SUMMARY OF PROTECT A. This project consists of Site Planning, Design Development, Construction Documents, and Construction Administration for the development of a portion of Old Settlers Park. The proposed development will include 3/4 mile long concrete trail, pedestrian bridge, pedestrian amenities, parking lot, playground and related site developments. B. The Consultant shall perform for the City the Basic Professional Services and Special Services for the phases of the Project to which this agreement applies. Services include, but are not limited to, professional consultation and advice and furnishing civil, structural, mechanical, and electrical engineering services; surveying; architectural; landscape architectural services; and sports turf design. C. The project budget for the Park Development including Professional Services, to which the Design Development Phase Services and Construction Documents Phase Services will be coordinated by the Consultant, will not exceed the sum of $7,000,000 including fees for professional services and expenses unless amended by the City. D. For purposes of this Service Agreement and its Exhibits, the term "Engineer," where appropriate, shall be interchangeable with the terms "Landscape Architect" or "Architect" or "Consultant." Schrickel, Rollins and Associates, Inc., is a firm composed of practicing Planners, Registered Engineers, Registered Architects, and Registered Landscape Architects. The firm does not represent itself solely as an engineer nor solely as a practitioner of landscape architecture or architecture as defined in the applicable State of Texas registration laws. E. The following consumer information is required by the Landscape Architects Registration Law, Article 249c, VTCS: The Texas Board of Architectural Examiners has jurisdiction over individuals licensed under the above named Act. Their address and telephone number are: 8213 Shoal Creek Blvd., Suite 107; Austin, Texas 78758-7589; (512)458-4126. PART I - ELEMENTS A. The program of development shall include, but not be limited to, the following elements: 1. 3/4 mile long concrete trail (N. Mays Street to N. Georgetown Street) 2. Directional signage 3. Sculptural installations 4. Destination playground 5. Parking and Trailhead (Heritage Trail Circle) 6. Coffee pavilion 7. Park development 8. Pedestrian bridge 9. Landscape and irrigation 10. Interpretive signage Round Rock—Heritage Trail East Exhibit B Schrickel,Rollins and Associates,Inc. 3234i Page 1 of 7 11. Site furnishings: benches, trash receptacles, drinking fountains, etc. 12. Site lighting 13. Utilities such as storm drain and water service It is understood that elements may be added or omitted in order to meet the project budget with approval by the City. PART II - BASE MAP AND SURVEYING A. While existing base information would be sufficient for overall planning, it is not sufficient for detailed design and preparation of construction drawings for improvements on site. A new topographic survey of the existing areas within the project limits will be required. The survey will identify one foot contours, existing facilities, utilities and trees with 3" or greater caliper, boundary lines, and adjacent public streets and utilities. PART III -SITE PLANNING PHASE A. General. The City has established the program elements and a Master Plan for the trail. This phase will serve as a continuation of that effort. The City is aware that the program elements may change through the site planning process. However, it is the City's intent that the Consultant have the flexibility and creativity to provide as many of the program elements as possible. The City shall cooperate with the Consultant to achieve a final program based on conceptual design that meets the project budget. B. Services. Consultant will provide/perform the following Site Planning Phase Services: 1. Conduct reconnaissance of the site and prepare graphics of findings. 2. Analyze the capabilities and limitations of the site and provide findings in graphic form. 3. Conduct work sessions with City's staff to review the Program of Development and existing Trail Master Plan for the site which includes the"Elements" referenced above. 4. Prepare conceptual plan alternatives in sketch form. Plan alternatives will include options for the pedestrian bridge location and for locating the trail on the north and south side of the creek. 5. Host a work session with the Staff to review the concept plans. The Consultant will revise the concept plans based on the comments received from the Staff. 6. Assist the City with hosting an open house for public input and to present the initial concepts. 7. Based on the public input received at the open house and with direction from City Staff prepare a final Site Plan to be presented to the public. 8. Prepare general opinions of probable cost and recommendations for construction phasing. Increments of development will correspond to park budget plans. 9. Present the final draft Site Plan, opinions of probable cost and phasing recommendations to the City Council. Round Rock—Heritage Trail East Exhibit B Schrickel,Rollins and Associates,Inc. 3234i Page 2 of 7 LIP7A! WWII \\Ir 10. Based on the final draft Site Plan, the Consultant will conduct preliminary meeting(s) and/or research with regulatory entities to determine permit requirements including pre- development meeting with City Planning Development Services Office and Floodplain Administrator. 11. Upon final approval and authorization to proceed, make final revisions to the Site Plan. C. Products. The following products will be provided by the Consultant to the City in completion of the Site Plan. 1. A refined line drawing of the final approved plan suitable for public display. A reproducible copy on a 24" x 36" sheet will be furnished to the City. 2. A colored rendering of the 24"x 36"Site Plan mounted on a foam board. 3. A digital file copy of the Site Plan in a format specified by the City. 4. 3-D Animation of the Design Development Phase design. D. Meetings: 1. The Consultant will prepare for and attend up to two (2) meetings with the stakeholders, neighbors, owners, and general public for the purpose of reporting on progress and gathering input. 2. In addition to the above, the Landscape Architect will attend a total of six (6) meetings with staff, including kick-off meeting. 3. The Consultant will present the Site Plan to the City Council in a workshop meeting. 4. Additional meetings may be scheduled with additional compensation to the Consultant, as mutually agreed to in writing in advance of any such meeting(s). 5. The City will be responsible for advertising all meetings, if needed. PART IV-CONSTRUCTION DOCUMENTS PHASE A. Services. Consultant will provide/perform the following Construction Documents Phase Services: 1. All drawings and details will be produced in AutoCAD. All specifications will be produced in WordPerfect or Word. 2. Based upon the approved Site Planning and further adjustments in the scope or quality of the Project or in the project design budget authorized by the City, the Consultant shall prepare, for approval by the City, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for construction of the Project. Construction Documents Phase deliverables shall include, but not be limited to these contract documents: (a) Plan sheets illustrating plans, elevations, sections and details of construction. (b) Technical specifications. (c) Provide graphic products in electronic file format(pdf). (d) All electronic file transmittals shall be in CD-Rom format. Round Rock—Heritage Trail East Exhibit B Schrickel,Rollins and Associates,Inc. 3234i Page 3 of 7 11151 FIN MIME VIM 3. Landscape design shall comply with the City of Round Rock Landscape Ordinance. 4. Review documents will be submitted to the City at 50%and 90%completion. 5. Construction documents shall be submitted to the City of Round Rock DRC Committee at the 90%completion stage. B. Storm Water Pollution Prevention Plan (SWPPP). Services shall include preparation of the SWPPP document, Notice of Intent, and one initial inspection of the construction site. Continued monitoring and inspections shall be provided by the City or by others throughout the construction phase of the project. C. Environmental Assessments D. Cultural Resources Study PART V- BIDDING PHASE A. Services. Consultant will provide/perform the following Bidding Phase Services. 1. Answer questions from Bidders and prepare addenda as necessary. 2. Review"or-equal" submittals from contractor. 3. Attend pre-bid meeting. 4. Attend bid opening. 5. Assist the City in pre-qualification of bidders. 6. Assist the City staff in a pre-construction conference. 7. Plan distribution and printing shall be provided by Document Engine. Consultant shall provide original documents for reproduction. Services of Document Engine shall be paid by the City. PART VI - CONTRACT ADMINISTRATION PHASE A. Services. Consultant will provide/perform the following Construction Administration Phase Services: 1. Provide site observation visits appropriate to the stage and quality of the Contractor's works in progress. Site observation visits shall be provided for the purpose of ascertaining for the City that the work is in substantial or general conformance with the contract documents and design intent. Generally, site observation visits will be made twice a month. (a) Should nonconforming or defective work be observed, the Consultant will endeavor to immediately inform the City's representative that conforming or remedial action is required. (b) The number of site observation visits to be provided by a representative of the Consultant at times in the judgment of the City's representative appropriate to the works, or as otherwise requested/directed by the City, shall not exceed an Round Rock—Heritage Trail East Exhibit B Schrickel,Rollins and Associates,Inc. 3234i Page 4 of 7 LIP;w WPM L W aggregate total of twenty (20) visits over the period of the Contractor's construction contract. (c) On-site meetings shall be approximately twice a month. (d) Site observation visits provided by the Consultant as necessary to correct errors or omissions or to clarify ambiguities in the plans will not accrue against the visits described in Part VI -A.1.(b) above. 2. Review shop drawings and other submittal information for the purpose of ascertaining conformance with the design intent and construction documents. Provide the Owner a binder(two copies) of all product submittals and/or cut sheets used on the project. 3. Provide written responses to requests for information or clarification. 4. Recommend change orders, if required. 5. Assist the City in conducting the substantial completion and final completion observations. 6. Record Drawings. Consultant will transfer information provided by the Contractor on his mark-ups after construction is complete to AutoCAD file format. Digital files will be provided to the City. B. Consultant's Status During Construction. Consultant will not be responsible for Contractor's means, methods, techniques, sequences or procedures of construction or the safety precautions and programs incident hereto. Consultant will not be responsible for Contractor's failure to perform or furnish the work in accordance with the construction documents. Consultant will not be responsible for any delays in the execution of the work caused by the Contractor. PART VII -OTHER RELATED SERVICES A. Services. Consultant will provide the following optional related services/products as a part of basic services on an "as needed"basis. 1. Hydraulic and Hydrology Study of the Floodplain. Since a large portion of the Site is within the floodplain and/or floodway, engineering studies will be performed to determine the requirements for flood conveyance across the portion of the Site which will be developed. The entire area of the Site will be included in the study. The study will address the following: A. Data Collection and Field Reconnaissance (1) Obtain and review hydrologic and hydraulic modeling, work maps and other related data for Rowlett Creek. (2) Conduct field reconnaissance. (3) Conduct initial meeting with the U.S. Army Corps of Engineers (USACE), North Central Texas Council of Governments (NCTCOG), and the City staff regarding permit issues. B. Establishing Existing Site Hydraulic Conditions (1) Develop Base map to include topographic data from above, hydraulic cross section locations, floodplain features, wetlands, etc. (2) Evaluate and update the existing hydraulic models utilizing topographic mapping outlined above. (3) Compute existing site valley storage using topographic data above. (4) Obtain and review jurisdictional determination provided by environmental services provider. Round Rock—Heritage Trail East Exhibit B Schrickel,Rollins and Associates,Inc. 3234i Page 5 of 7 LuP;W C. Design Coordination (1) Evaluate hydraulic and valley storage impacts and make recommendations for the schematic design of the Project. (2) Prepare final hydraulic models. Final hydraulic models will be developed for the future submittals of Conditional Letter of Map Revision (CLOMR) submittal to FEMA, the Corridor Development Certificate (CDC) permit submittal, and the City Floodplain Alteration Permit submittal. (3) Coordinate with Landscape Architect as required on Plan Preparation. PART VIII - REIMBURSABLE EXPENSES A. The City will reimburse the consultant for the actual cost of the following: 1. Printing and reproductions of Construction Documents. 2. Travel expenses. 3. Postage/delivery services. 4. Texas Department of Licensing and Regulation (TDLR) review and/or inspection fees. 5. Other permits. PART IX -ADDITIONAL SERVICES The following services are not included in this Agreement but are available to the City upon written authorized approval and mutual agreement: A. If the budget is increased by more than ten (10%) or if the scope is increased beyond that listed previously, Professional Services required to include said changes shall be considered Additional Services, and compensation for the Consultant's services shall be adjusted appropriately according to the magnitude of the change. All changes in service shall be agreed to in writing by both the City and the Consultant prior to any additional services being provided. B. Assistance by the Consultant to the City in the resolution of construction-contract disputes between the City and its contractor, or contract-related claims against the City, are not a part of the scope of this proposal. However, such services may be provided as Additional Services by separate agreement or amendment, as provided for herein, to this Agreement. C. Renderings, models or mock-ups requested by the Owner. D. Additional meetings beyond those stipulated under Basic Services. E. Additional site visits during Construction Administration. F. Platting G. Topographic and boundary surveys. H. Prepare easements as needed for utilities, drainage, access, etc. I. Geotechnical Investigation and Report. Round Rock—Heritage Trail East Exhibit B Schrickel,Rollins and Associates,Inc. 3234i Page 6 of 7 LIPWA! W.. LW J. Field surveying or production of related maps for purposes of determining off-site utility locations, or construction control and layout. K. Design of off-site utility services or drainage facilities to more than a distance of 100 feet from any boundary of the project site. L. Environmental impact statements or assessments. M. Traffic engineering reports or studies. N. Full-time or otherwise frequent and detailed inspection of the Contractor's works in progress. 0. Designs for trench safety. P. Archaeological survey. Q. Quality control and testing services during construction. R. Permit fees. Round Rock—Heritage Trail East Exhibit B Schrickel,Rollins and Associates,Inc. 3234i Page 7 of 7 151 PWa! Norm WWII EXHIBIT C PROPOSED SCHEDULE CITY OF ROUND ROCK Heritage Trail East Cal.days to Weeks to Stage of Services Complete Complete Projected Date Authorization from City to Proceed with Project December 1, 2014 Site Planning Phase 45 6 January 15, 2015 Construction Documents Phase (CD) 50% Submittal 43 6 February 27, 2015 50% Review 14 2 March 13, 2015 90% Submittal 48 7 April 30, 2015 90% Review 14 2 May 14, 2015 Final Review Submittal for Building Permit 43 6 June 26, 2015 Corrections after Permit Review 14 2 July 10, 2015 Bidding Phase Send documents to Printer 3 July 13, 2015 Printing 1 0 July 14, 2015 Advertisement for Bids 5 1 July 19, 2015 Advertisement for Bids 7 1 July 26, 2015 Bid Opening 32 5 August 20, 2015 City Council Meeting to Approve Bids 33 4 September 22, 2015 City Approve and Execute Contract 7 1 September 29, 2015 Construction Phase - Phase I 365 52 September 28, 2016 Round Rock-Heritage Trail East Exhibit C Schrickel,Rollins and Associates,Inc. 3234i Page 1 of 1 MI KM' .0km KIWI EXHIBIT D FEE SCHEDULE CITY OF ROUND ROCK Heritage Trail East A. Basic Professional Planning and Design Services Master Planning $ 168,000 Contract Documents $ 412,000 Bidding Administration $ 16,500 Construction Administration $ 83,500 Total $ 680,000 B. Other Related Services H&H Floodplain analysis $ 47,000 Data Collection $ 1,760 Hydrologic Studies $ 880 Hydraulic Studies/CLOMR $ 26,700 Topographic Surveys $ 8,860 Water Pollution Abatement Plan $ 8,800 $ 47,000 C. Reimbursable Expenses (Allowance- not to exeed) $ 10,000.00 D. By Others Topographic Survey (approx. 3/4 mile trail) Geotechnical Investigation and Report Land Title and Boundary Surveys Access Easement Descriptions (25) Round Rock-Heritage Trail East Exhibit D Schrickel,Rollins and Associates,Inc. 3234i Page 1 of 1 r � '`� R� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 10/10/2014 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(les)must 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTCT NAME: AJoe A Bryant McLaughlin Brunson Insurance Agency, LLP PHONE FAX 12801 N. Central Expressway (AIC,No,Ext): (214) 503-1212 (A/C,No): Suite 1710 E-MAILADDRESS: Dallas TX 75243 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:XL Specialty Insurance Company 37885 INSURED INSURER B:Travelers Lloyds Ins. Company 41262 Schrickel, Rollins & Associates, Inc. INSURER C:Travelers Indemnity Company 25658 1161 Corporate Dr West INSURER D:Phoenix Insurance Company 25623 Suite #200 Arlington TX 76006 INSURER E:Travelers Casualty & Surety Co. 19038 INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 25089 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 CONTRACT OR 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 ADDL SUER POLICY NUMBER MM!DD/YYYY) (MMODIIYYYY LIMITS POLICY EFF POLICY ExP LTR INSR WVD ( ) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE I U HhN I B X COMMERCIAL GENERAL LIABILITY Y Y PACP1542L02A 5/5/2014 5/5/2015 PREMISES(Ea occurrence) $ 1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 2,000,000 -1 POLICY I ^ 1 cm: n LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 IEa accident) D X ANY AUTO Y Y BA1544L05A 5/5/2014 5/5/2015 BODILY INJURY(Per person) $ ALL OWNED S• CHEDULED BODILY INJURY(Per accident) $ AUTOSAUTOS - N• ON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) C X UMBRELLALIAB X OCCUR Y Y CUP6598Y324 5/5/2014 5/5/2015 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED X RETENTIONS 10,000 $ WORKERS COMPENSATIONX WC STATU- E AND EMPLOYERS'LIABILITY Y/N Y UB6003Y831 5/5/2014 5/5/2015 TORY LIMITS ER ANY PROPRIETORIPARTNER/EXECUTIVEN/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Professional Liability N Y DPR9712647 12/12/201312/12/2014 Per Claim $ 1,000,000 Annual Aggregate $ 2,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,it more space is required) The claims made professional liability coverage is the total aggregate limit for all claims presented within the policy period and is subject to a deductible. Thirty day notice of cancellation in favor of certificate holder on all policies. RE: Heritage Trail East CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rock 221 E. Main Street AUTHORIZED REPRESENTATIVE Round Rock TX 78664 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD