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Contract - HOK - 12/18/2014CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR A COMPREHENSIVE LONG RANGE MASTER PLAN WITH HELLMUTH, OBATA & KASSABAUM, L.P. 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 preparation of a Comprehensive Master Plan (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 HELLMUTH, OBATA & KASSABAUM, L.P., with offices located at 2711 North Haskell Avenue, Suite 2250, Dallas, Texas 75204 ("HOK"). RECITALS: WHEREAS, the City desires a Comprehensive Long Range Master Plan addressing the facility needs to accommodate a City population growth to 250,000 full-time residents (the "Master Plan"); and WHEREAS, City desires to contract for HOK's professional services for development of the Master Plan; 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 parry 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. 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 CITY SERVICES 2.1 City shall commit necessary resources and make schedules available to provide necessary input and decision making on a timely basis. The Scope of Services, appended as Exhibit "A" identifies the major meetings, information request or report view time allocations for the following: a. Round Rock's Project Manager b. Service Center Steering Committee C. City Managers d. Departmental Managers or appointed liaisons and Sub -department representatives 2.2 City shall provide HOK with a map of City's Territorial Authority, locating existing properties. 2.3 City shall provide HOK with existing "as built" drawings of existing sites and structures to be considered in this master planning exercise, and the HOK team will be able to rely upon the accuracy of these documents in the performance of our work. 2.4 City shall provide HOK with an inventory and condition assessment of existing building and facility assets. 2.5 City shall provide HOK with current, accurate economic and staffing data for all departments and the team will be able to rely upon the accuracy of this information in the performance of our work. 3.0 SCOPE OF SERVICES 3.1 HOK shall, consistent with the Standard of Care defined in Section 30.0, provide all services described herein and as set forth in Exhibit "A." Specifically, HOK shall provide to City a Master Plan illustrating the existing conditions and future requirements in ten (10) years, up to twenty (20) years, and at the City's ultimate build -out though years 2025 and 2035. The Master Plan shall access: • Departmental Needs o From the Primary Departments listed, HOK will meet with and collect detailed long range requirements. o HOK will also meet with and understand the requirements of 2 Secondary Departments listed below that will impact the Master Plan. o HOK will document the existing personnel and space use for the other departments listed and assume their future requirements will not change from the existing situation. ■ Primary Departments Utilities and Environmental Services Transportation General Services Planning and Development Services Parks and Recreation (incorporate the 2007 Master Plan) ■ Secondary Departments Finance and Municipal Courts Information Technology Chamber of Commerce Library (incorporate Current Master Plan) Human Resources Convention and Visitors Bureau ■ Other Departments City Manager and City Administration Police Fire Economic Development Communication Legislative Neighborhood Development Special Projects • Properties o The Master Plan shall cover approximately twelve (12) major properties or complexes. ■ HOK shall prepare as a part of the Master Plan a Long Range Master Plan of the twenty-seven (27) acre Luther Peterson Public Works Complex assessing options and recommendations for the complex growth through 2035. The Luther Peterson Complex houses the Transportation; Utilities & Environmental Services; and General Services Departments Public Works Complex. The Long Range Master Plan shall assess the consolidation of departments on site, and shall assess the need for additional access to the complex and the potential of gaining approval to develop a portion of the restricted land on the west side of the Complex currently defined as flood plain. ■ The Scope of Work shall include recommendations on V, development impacts related to: Sub Surface soils conditions Pavement types and thicknesses Utility and Infrastructure loads and capacities Site Drainage characteristics Environmental Considerations — drainage and waste water control and treatment Traffic and transportation — site ingress and egress Building and Life Safety Codes Zoning Restrictions — Setbacks and easements o The Master Plan shall also inventory and assess approximately twenty (20) secondary properties and determine if they are required long-term or to be considered for disposition. • The Master Plan shall include an implementation plan. 3.2. HOK shall perform the Scope of Services in accordance with the Work Schedule set forth in Exhibit "C. 3.3 HOK's undertaking shall be limited to performing services for City and/or advising City concerning those matters on which HOK has been specifically engaged. HOK shall perform services in accordance with this Agreement, in accordance with the appended Scope of Services, Fee Schedule and Work Schedule and in accordance with due care and prevailing consulting industry standards for comparable services. 4.0 LIMITATION TO SCOPE OF SERVICES 4.1. HOK and City agree that the Scope of Services to be performed is enumerated herein in Section 3.0 and in the attached Exhibit "A," and may not be changed without the express written agreement of the parties. 4.2. 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 HOK's work. 4.3 The parties agree that the Round Rock School District is not to be involved in the Master Plan of the Luther Peterson Complex. 4.4 The parties agree that all work related to hazardous materials and finishes is specifically excluded from HOK's Scope of Services. 5.0 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by HOK, City agrees to pay HOK an amount not -to -exceed Two Hundred Seventy -Five Thousand Dollars 11 and No Cents (275,000.00), in accordance with Exhibit `B" entitled "Fee Schedule" and Exhibit "D" entitled "Hourly Fees" which documents are attached hereto and incorporated herein by reference for all purposes, in payment for services and the Scope of Services deliverables as described herein and in Exhibit "A." Deductions: No deductions shall be made for HOK's compensation on account of penalty, liquidated damages or other sums withheld from payments to HOK. Additions: No additions shall be made to HOK's compensation based upon project claims, whether paid by the City or denied. 6.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, HOK 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 HOK shall be made on the basis of the invoices submitted by HOK 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, HOK shall comply promptly. In this regard, should the City determine it necessary, HOK 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 HOK and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay HOK 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 HOK be entitled to receive interest on payments which are late because of a good faith dispute between HOK 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 HOK'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 5 made by the City to HOK 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. HOK may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and HOK, 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 HOK 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 HOK a written notice of termination at the end of its then- current fiscal year. 10.0 TIMETABLES Unless otherwise indicated to HOK in writing by City, or unless HOK is unreasonably delayed in the orderly progress of its work by forces beyond HOK's control, the following timetable structure and deliverable due dates shall be in reasonable conformity to HOK's Work 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. HOK shall not perform any work or incur any additional costs prior to the execution, by both parties, of 6 such Supplemental Agreement. HOK 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 HOK nor for any costs incurred by HOK relating to additional work not directly authorized by Supplemental Agreement. 12.0 TERMINATION; DEFAULT Termination: It is agreed and understood by HOK that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to HOK, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. HOK 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. HOK 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, HOK 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 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 HOK 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. VA 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. 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 HOK 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 HOK with such documentation and information as is reasonably required to enable HOK 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 HOK in the provision of its services. HOK may rely upon written information provided by the City and its employees and agents as accurate and complete. HOK may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. Required materials: HOK's performance requires receipt of all requested information reasonably necessary to provision of services. HOK agrees, in a timely manner, to provide City with a comprehensive and detailed information request list, if any. 15.0 INDEPENDENT CONTRACTOR STATUS HOK is an independent contractor, and is not the City's employee. HOK'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. HOK and the City agree to the following rights consistent with an independent contractor relationship: (1) HOK has the right to perform services for others during the term hereof. (2) HOK has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. (3) HOK has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) HOK or its employees or subcontractors shall perform services required N. hereunder, and the City shall not hire, supervise, or pay assistants to help HOK. (5) Neither HOK 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 HOK or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither HOK 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 HOK in connection with services to be performed under this Agreement, and any and all data and information gathered by HOK, shall be held in confidence by HOK 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. HOK's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to HOK is confidential information of HOK. The City's confidential information and HOK's confidential information is collectively referred to as "Confidential Information." Each parry shall use Confidential Information of the other parry only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third parry without the other parry'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 parry'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 parry shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other parry to seek a restraining order or other appropriate relief. Subject to HOK's confidentiality obligations under this Agreement, nothing herein shall preclude or limit HOK 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 parry 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 HOK's confidentiality obligations under this Agreement, nothing herein shall preclude or limit HOK from providing similar services for other clients. Neither the City nor HOK 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 HOK 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 HOK either prior to or as a result of its provision of services under this Agreement (other than Deliverables). HOK's working papers and HOK's Confidential Information (as described herein) shall belong exclusively to HOK. City shall have a non- exclusive, non -transferable license to use HOK'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 REPRESENTATION HOK represents that all services performed hereunder shall be performed consistent with the Standard of Care as defined in Article 30.0. HOK shall re -perform any work no in compliance with this representation. 18.0 LIMITATION OF LIABILITY Should any of HOK's services not conform to the requirements of this Agreement, then and in that event the City shall give written notification to HOK; thereafter, (a) HOK shall either promptly re -perform such services to the City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will HOK 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 HOK 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 HOK or of any person employed by HOK or under HOK's direction or control. HOK 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 HOK, 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 HOK 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 HOK's payments or make FICA payments on its behalf, (2) Make state and/or federal unemployment compensation contributions on HOK's behalf, or (3) Withhold state or federal income tax from any of HOK's payments. If requested, the City shall provide HOK 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. 22.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES HOK, 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, 11 state and national boards, bureaus and agencies. HOK 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 HOK covenants and represents that HOK, 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 on its behalf with regard to this Agreement: Travis Wilkes Building Construction Manager 212 Commerce Boulevard Round Rock, TX 78664 HOK hereby designates the following representative authorized to act on its behalf with regards to this Agreement: Dennis K. Peck, AIA Senior Vice President Hellmuth, Obata & Kassabaum, L.P. 2711 North Haskell Avenue, Suite 2250 Dallas, TX 75204 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. Notice to HOK: Hellmuth, Obata & Kassabaum, L.P. 2711 North Haskell Avenue, Suite 2250 Dallas, TX 75204 12 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 HOK. 26.0 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either parry 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 HOK 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. 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 13 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 HOK 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 HOK or designated subconsultants, in accordance with reasonable standards of care, skill and diligence ordinarily required of other design professionals performing the same or similar services on projects of similar size and complexity. 31.0 GRATUITIES AND BRIBES City, may by written notice to HOK, cancel this Agreement without incurring any liability to HOK if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by HOK or its agents or representatives to any City Officer, employee or elected representative with respect to the performance of this Agreement. In addition, HOK 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 parry may treat such failure an anticipatory repudiation of this Agreement. 33.0 NHSCELLANEOUS PROVISIONS Time is of the Essence. HOK agrees that time is of the essence and that any failure of HOK to use reasonable efforts to complete the services for each Phase of this Agreement within the agreed project Work Schedule may constitute a material breach of the Agreement; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. HOK 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 HOK's failure to perform in these circumstances, City may withhold, to the extent of such damage, HOK's payments hereunder without a waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to HOK's work promptly to avoid unreasonable delays in the orderly progress of HOK's work. 14 HOK shall not be liable to City for any delay in providing the Services caused either in whole or in part by any failure of City to act nor for any delay caused in whole or in part resulting from acts beyond the reasonable control of HOK. 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 parry 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 maybe executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide HOK with one fully executed original. [Signatures appear on the following page.] 15 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas By: _ Z" /L�'� Printed Name: Title: G Date Signed: For City, Attest: For City pproved s to Form: By: w Stepha . Sheets, City Attorney ll Hellmuth, Obata & Kassabaum, L.P. By: Printed Name: t r Title: �lP• Date Signed: 25 9 4 Qo (4. F-14.1 i ;P - 1.0 UNDERSTANDING HOK understands the City of Round Rock desires a Comprehensive Long Range Master Plan addressing the facility needs to accommodate City population growth to 250,000 full time residents. The plan should illustrate the existing condition and future requirements in 10 years, up to 20 years, and at the City's ultimate build -out through years 2025 and 2035. The Plan will assess: • Departmental Needs o From the Primary Departments listed, HOK will meet with and collect detailed long range requirements. o HOK will also meet with and understand the requirements of Secondary Departments listed below that will impact the Master Plan. o HOK will document the existing personnel and space use for the other departments listed and assume their future requirements will not change from the existing situation. Primary Departments Utilities and Environmental Services Transportation General Services Planning and Development Services Parks and Recreation (incorporate the 2007 Master Plan) Secondary Departments Finance and Municipal Courts Information Technology Chamber of Commerce Library (incorporate Current Master Plan) Human Resources Convention and Visitors Bureau Other Departments City Manager and City Administration Police Fire Economic Development Communication Legislative Neighborhood Development Special Projects • Properties o The plan will cover approximately 12 major properties or complexes ■ HOK will prepare a Long Range Master Plan of the 27 -acre Luther Peterson Public Works Complex assessing options and recommendations for the complex growth through 2035. The Luther Peterson Complex houses the Transportation; Utilities & Environmental Services; and General Services Departments Public Works Complex. The Master Plan will assess the consolidation of departments on the site, and should assess the need for additional access to the complex and the potential of gaining approval to develop a portion of the restricted land on the west side of the Complex currently defined as flood plain. ■ The scope of work must include recommendations on development impacts related to: Sub Surface soils conditions Pavement types and thicknesses Utility and Infrastructure loads and capacities Site Drainage characteristics Environmental Considerations - drainage and waste water control and treatment Traffic and transportation - site ingress and egress Building and Life Safety Codes Zoning Restrictions - Setbacks and easements o The plan will also Inventory and assess approximately 20 secondary properties and determine if they are required long term or to be considered for disposition The master plan should provide an Implementation plan to identify the project schedule and budgets required to realize the site master plan. 2.0 SERVICES 2.1 ASSUMPTIONS HOK has prepared this proposal for Professional Master Planning services based on the Scope of Services Issued by the City of Round Rock and the response to email questions transmitted to HOK on 13 October 2014. In addition, we incorporated the following assumptions in preparing our response: 1. City of Round Rock will commit necessary resources and make schedules available to provide necessary input and decision making on a timely basis. The attached workplan identifies the major meetings, information request or report view time allocations for the following: a. Round Rock's Project Manager b. Service Center Steering Committee c. City Managers d. Departmental Managers or appointed liaisons and Sub -department representatives 2. City of Round Rock will provide HOK with a map of the City's Territorial Authority, locating existing properties. 3. City of Round Rock will provide HOK with existing "as built" drawings of existing sites and structures to be considered in this master planning exercise, and the HOK team will be able to rely upon the accuracy of these documents In the performance of our work. 4. City of Round Rock will provide HOK with an inventory and condition assessment of existing building and facility assets. 5. City of Round Rock will provide HOK with current, accurate economic and staffing data for all departments and the team will be able to rely upon the accuracy of this information in the performance of our work. 6. Assessment of buildings and systems will be "as observed" and will not require forensic exploration or testing to complete our work. We will observe and note visible structure, Infrastructure (MEP systems), exterior envelope, roofs, and glazing systems for performance only. HOK will provide the departments with a template to document the Inventory of properties, sizes, capacities, condition, utilization, and priority to meet the departmental mission. 7. City of Round Rock will provide copies of existing departmental master plans. 8. City of Round Rock will provide list of service bay equipment with estimated life and expected replacement schedule. 9. City of Round Rock will provide current property surveys for each tract of land to be Included in the Master Plan, along with current data on existing utilities and infrastructure. 10. The HOK Team has assumed a preliminary and final presentation of the Master Plan to the City Council but has not included time in this proposal or work plan for any other public meetings of any type. 11. HOK understands that the Round Rock Independent School District is not to be involved in the Master Plan of the Luther Peterson Complex. 12. All work related to hazardous materials and finishes is specifically excluded. 2.2 PROPOSAL Upon notice to proceed, HOK will mobilize our project management team. This team will be the primary point of communication and coordination for the HOK team. Project Organization Meeting (Conference Call) The project team will undertake a Project Organization Meeting. This will include meetings with the Round Rock Project Manager and the HOK Team to address: • Confirm Scope of Work and Schedule • Introduce Project Team Roles / Responsibilities • Establish Procedures/ Communication Protocols • Develop Initial Goals for the Plan • Obtain an Briefing on the Departments and Divisions involved in the Master Plan • Request project information • Establish Project Calendar and Activities • HOK will document the outcome of this meeting as the project plan in PDF format. The HOK Team will request information regarding the site, existing utilities, client organization, existing space utilization, personnel forecast, vehicle and fleet forecast, existing and proposed shop equipment forecast, and service area boundaries and routes. Program of Requirements (POR) To begin the programming process, the HOK Team will conduct a goal setting and vision session with the RR Project Manager and the Key Department Directors. The Team will review the project plan, establish goals and considerations for the master plan, and review similar facility examples. The Team will identify a maximum of three Service Facilities within the region to serve as Benchmarks for the Luther Peterson Facility Master Plan. We will schedule a tour of each facility / building for the Steering Committee to gain an understanding of work processes and document existing facility types, site and space use, shop and equipment. The HOK team will provide a template for the Departments to use in preparing an inventory of existing facilities, sizes, capacity, condition, utilization, and future needs. The Team will distribute a questionnaire to collect information from the three departments. HOK will organize and schedule meetings with the departments to collect and verify their current service capacity, work process and facility requirements. Based on the input received from the departmental interviews, HOK will present the information to the Steering Committee for review and approval. This will include draft reports for review by the departments and a final report for review and client approval. The HOK Team will prepare room data sheets of the room size, equipment layouts and design criteria as part of the program of requirements deliverable as an additional service. For the Comprehensive Master Plan To begin the programming process, the HOK Team will conduct a goal setting and vision session with the Project Manager and Key Department Directors. The Team will review the project plan, establish goals and considerations for the master plan and review similar facility examples. The Team will distribute a questionnaire to collect departmental information. HOK will organize and schedule meetings with each department to collect and verify their current service capacity, customer interface, service delivery, work process, and facility requirements. Based on the input received from the departmental interviews, HOK will present the information to the Steering Committee for review and approval. This will Include draft reports for review by the departments and a final report for review and approval. The attached workplan identifies the departmental commitment (number of meetings and the amount of time per individual per meeting) for this effort. Facilities Master Planning Site Investigations The HOK Planning Group will undertake site investigations / analysis as part of the City of Round Rock Facilities Master Planning Studies. These studies will be used to define site characteristics and potential influence on master plan development. Site Investigations / Analysis will study the following elements to determine suitability for development of city facilities at a master plan level of detail. The Site Analysis will consist or the following; Hydrology Review existing GIS hydrology information from Williamson County and City of Round Rock to determine if any subject properties are affected by storm water flows and flood limits. Prepare documentation regarding potential flow / flood areas and estimate square feet of the affected area. Topography Review existing site topography utilizing GIS information. Sloped terrain suitable for development will be quantified and square footage area will be indicated. Utility infrastructure Review existing and proposed utility infrastructure adjacent to and with the proposed sites. Utility easements will be depicted and area square footages will be noted. Accessibility HOK will review auto and pedestrian access to and within the proposed sites. This analysis will be at a master plan scale, study the potential volume of vehicle traffic and propose conceptual alternative vehicular access within the master plan concepts. Zoning Review subject properties zoning requirements and potential influence on master plan development. In particular HOK will review City of Round Rock zoning requirements including setbacks, open space, densities allowed, height restrictions and parking ratios Composite Site Analysis Prepare a composite plan of site elements / features that influence master plan development. The Composite Plan will include developable area, restrictions to development and potential methods to increase master plan development. Site, Utility and infrastructure Analysis / Luther Peterson Complex Upon completing the Project Organization Meeting, the team will tour the site and prepare a detailed analysis of the existing site conditions and development restrictions. This will include: • Traffic, parking and site access • Site topography and surrounding land use • Additional property procurement considerations • Geotechnical and environmental documents (from previous projects on the Peterson site) • Existing and planned utilities • Storm water detention and drainage The civil engineers will develop design criteria for sanitary, storm, water, gas and power supply and distribution. The project team will identify regulatory review and approval requirements. The HOK team will utilize existing GIS data to determine the potential of mitigating strategies in order to gain access to land within the non -development zone along the western boundary of the Peterson complex for additional developable land. If the City of Round Rock requires more in-depth analysis and recommendations, the HOK Team Is prepared to conduct meetings with Authorities Having Jurisdiction over the catchment basin as an additional Service. Refer to EXHIBIT'S," Fee Schedule. HOK will prepare a site analysis report for the client review and approval. Site Analysis for the Comprehensive Plan HOK will prepare a site and urban development analysis of the major properties to define the existing site topography use, capacity, surrounding land use, compatibility of use, adequacy of vehicular access and parking. HOK will prepare a real estate market study to establish property value trends and economic considerations. If detailed engineering analysis and design of geotechnical, utility, storm water management, and traffic assessments are required, these services will be provided as an additional service. Site Development Options With the information obtained from the site analysis, the HOK team will prepare site opportunity and constraints analysis of the site. This analysis will test preliminary site development and site accessibility options, and the highest and best use capacity of the site. Specifically for the Luther Peterson Complex, HOK will prepare a diagrammatic layout of an ideal "greenfield site" Based on the information contained in the POR for the Complex to test as a baseline master plan option. This site will represent the optimum site size and development requirements and criteria. Next the Team will develop the design evaluation criteria (problem statements) and begin development of facility options. HOK will hold on-site gaming sessions with the departments to test two - three alternative facility layouts and configurations that optimize the flow of employees, vehicles, material and work process for the Peterson Complex and other major properties. The HOK Team will hold work sessions with the client representatives to develop two detailed site development options for client review. The Team will prepare a rough order of magnitude budget estimate (using unit costs for each building type) and schedule for each option. Using the evaluation criteria, HOK will rank and evaluate the site development options and recommend a preferred option for final development. Based on the review comments, presentation materials for review by the Steering Committee, HOK will develop the preferred option and implementation plan (scope, budget and schedule), and recommend a final master plan for client review and approval. HOK will deliver one pdf format copy of the final plan in electronic media. If required, HOK will hold public information and outreach meetings to gain public acceptance and awareness of the proposed plan as an additional service. Project Implementation Plan (Scope, Schedule and Budget Estimate) Concurrent with the site development studies, the HOK team will develop phasing plans, project delivery schedules and budget estimates for the initial project delivery phase. We will use a rough order of magnitude unit costs (cost per sf) for budgeting. HOK will also prepare a real estate and property disposition plan. HOK will submit this report for client review and approval. Master Plan Approval HOK will meet with the City Management Team and Steering Committee at the beginning of the process to determine their goals and considerations for the Comprehensive Master Plan. HOK will present the Program of Requirements (POR) to the City Management Team for their review and approval. HOK will present the Master Plan alternatives and recommended Comprehensive Master Plan (including the Luther Peterson Complex) to the City Management Team for their review and approval. HOK will provide a preliminary review of the Master Plan to the City Council for their review and comment. HOK will support the City Management Team in presenting the Final Master Plan to the City Council for their review and approval. 2.3 CLIENT RESPONSIBILITIES Client Requirements. Client will provide full services, data, decisions, directions, approvals and other Information required by HOK for performance of the Services including, but not limited to, information related to Client's requirements, needs, goals, objectives, schedule, budget, financial expectations, constraints, limitations, performance criteria, standards, expectations, relationships, flexibility, expandability, systems, personnel, processes, site and other relevant criteria. Existing Facility Analysis. If the Services involve analysis of existing facilities. Client will provide as -built/ record drawings, floor plans, diagrams, lay -outs, specifications and other documentation relevant to such facility. Client has a duty to notify HOK of any conditions beyond those which are apparent by non -intrusive observations of the existing facility. HOK has no obligation to perform destructive testing or Investigate concealed or unknown conditions. Land Use Analysis. If the Services involve land use analysis, Client will furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, as well as a written legal description of the site. The surveys and legal information include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey will be referenced to a Project benchmark. Client will provide all such services, data, decisions, directions, approvals and other Information at no cost to HOK and in a timely manner so as to avoid unreasonable delay in the orderly and sequential progress of the Services. Sufficiency of Information. HOK is entitled to rely on the accuracy and completeness of all services, data, decisions, directions, approvals and other information furnished by Client under this Agreement. Client has a duty to notify HOK in writing If it becomes aware of any inaccuracy in the information furnished to HOK during performance of the Services. Client's Other Consultants. Client will furnish the services of other consultants when such services are reasonable required by the scope of the Project and are requested by HOK. Meeting Facilities. Client will provide appropriate facilities for meeting and conferring with Client and Client's personnel to the extent required to complete the Services. A1.0 PROJECT INFORMATION A.1.1 An Index of defined terms and expressions is stated in the Agreement. A1.2 "Project Information" means the information stated in this Article and forms the basis of the Services, Compensation and Schedule stated in this Exhibit. If the Project Information is modified, the Services, Schedule and/or Compensation will be adjusted as necessary to accommodate the change. A1.3 "Project" is described as: City of Round Rock Comprehensive Master Plan and Master Plan for Luther Peterson Complex A1.4 "Project Site" means the physical location of the Project as follows: City Manager's Office, 211 Main Street, Round Rock, Texas 78664 A1.5 "Subconsultants" are the following third -parties, if any, provided by HOK to perform a portion of the Basic Services under this Agreement: Discipline: Subconsultant: Real Estate Consultants Jim Kollaer Advisors Planning Architecture Plus Vidaud Architects Inc. Service Center Program Specialist Parsons Brinckerhoff Civil Engineering HALFF Engineers Systems Cost Estimating Flintco A2.0 COMPENSATION A2.1 "Basic Compensation" is the fee Client will pay for performance of Basic Services. Client will pay HOK the following Basic Compensation: The stipulated sum of: TWO HUNDRED SIXTY THOUSAND DOLLARS ($260,000.00) "Additional Compensation" is additional fee Client will pay for performance of Additional Services described under Section A3.2. Additional Compensation will be mutually agreed to in writing by HOK and Client. In the absence of mutual agreement, Additional Compensation for HOK is determined by multiplying the number of hours required to perform Additional Services, multiplied by the applicable Hourly Billing Rates stated in Exhibit "C." Additional Compensation for a Subconsultant is determined by multiplying the number of hours required to perform Additional Services, multiplied by the applicable hourly rate stated in the contract between HOK and the Subconsultant. In no event shall Additional Compensation for Additional Services and Reimbursable Expenses related to Additional Services Requests exceed in total Fifteen Thousand Dollars ($15,000.00) without an express written agreement between the parties. "Hourly Billing Rates" are the billing rates for HOK personnel stated below and the billing rates specified in HOK's contracts with its Subconsultants. Hourly Billing Rates are adjusted annually in accordance with HOK's normal review practices. Refer to EXHIBIT D - HOURLY FEES. "Not -to -Exceed Fee" for Basic Compensation, Compensation for Additional Services, and Compensation for Reimbursable Expenses related to Additional Services is the sum of. TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($275,000.00). Any fees paid by Client to HOK in excess of this Not -to -Exceed Fee must be agreed upon in writing by the parties. A2.2 "Reimbursable Expenses" related to ADDITIONAL SERVICE REQUESTS are paid in addition to Compensation at the rate of one and ten -one hundredths (1.10) times the actual Reimbursable Expenses. Reimbursable Expenses include any expense reasonably incurred by HOK and/or its Subconsultants in performance of ADDITIONAL SERVICE REQUESTS include, but are not limited to: .1 Expense of travel in connection with the Project including business class airfare, hotel accommodations, meals, ground transportation and other reasonable expenses; .2 Fees paid for securing approval of authorities having jurisdiction over the Project; .3 Expense of reproduction, transmission, postage and handling of Drawings, Specifications and other documents; .4 Expense of renderings, models and mock-ups requested by Client; and .5 Any other fee, cost or expense reasonably incurred by HOK and/or its Subconsultants in the performance Services under this Agreement. In no event shall Additional Compensation for Additional Services and Reimbursable Expenses related to Additional Services Requests exceed in total Fifteen Thousand Dollars ($15,000.00) without an express written agreement between the parties. A3.0 SERVICES A3.1 "Basic Services" consist of those described above in SECTION 2 and include Services of the Subconsultants Identified in Section A1.5. Services not specifically designated as Basic Services are Additional Services. A3.2 "Additional Services" are services HOK and/or its Subconsultants are qualified to perform, but are not specifically Identified as Basic Services or Excluded Services in this Exhibit. HOK will perform Additional Services if requested by the Client or if otherwise required for the Project. Upon recognizing the need to perform the following Additional Services, HOK will notify Client with reasonable promptness and explain the facts and circumstances giving rise to the need. Additional Services include the following: Services required to revise Drawings, Specifications or other documents necessitated by: a. A change in the Project Information, previous instructions of the Client or approvals given by the Client; b. The enactment or revision of codes, laws or regulations subsequent to commencement of Services under this Agreement; C. Client's failure to provide timely decisions, approvals or information; or d. A material change in the Project including, but not limited to, size, quality, complexity, the schedule or budget. .2 Providing services of design consultants other than the Basic Services performed by the Subconsultants identified In the Project Information. a. Civil Engineering services to confirm approval from AHJ the type and amount of mitigation required to reclaiming buildable land within the Restricted Flood Zone on west side of property. 1. Meet with Client 2. Collect available hydrologic and hydraulic analysis and dam information 3. Coordinate encroachment with Upper Brushy Creek WCID and the City of Round Rock 4. Establish parameter and constraints to evaluate conceptual Impacts (Limit 2 Alternatives for evaluation) a. Estimated Additional Fee of FIFTEEN THOUSAND DOLLARS ($15,000.00). Programming Services required to develop Detailed Room Data Sheets for Luther Peterson Complex Facilities a Estimated Additional Fee of SIXTEEN THOUSAND DOLLARS ($16,000.00). Providing services designated in other parts of this Agreement as Additional Services. .4 If Basic Services are not completed within the time period stated in the Work Schedule, Exhibit "C," through no fault of HOK, Basic Compensation will be adjusted as necessary to compensate HOK and its Subconsultants for the additional time required to complete Basic Services. A3.3 "Excluded Services" are not performed by HOK or its Subconsultants, unless otherwise agreed to in writing by HOK and the Client. Excluded Services consist of any service not ordinarily furnished in accordance with general accepted practices of other design professionals performing services similar to those under this Agreement and include the specific services listed below: .1 Services related to the detection, removal, disposal or otherwise rendering harmless Hazardous Materials. .2 Geotechnical engineering and soil analysis. .3 Forensic analysis of existing buildings, systems, or structures. Only those building components that are readily visible will be assessed. HOK will not have employ destructive measures to expose systems or components to be assessed. .4 Detailed Engineering Design of drainage detention, land reclaim within non -development zones, utilities, traffic, road ways, tree surveys and mitigation, easements, surveys, platting or zoning. .5 Detailed Cost estimates and project schedules. 0 \ ��. Master Planning end P,"...Mg - - - - - - r.... men � s.w.n u,n. - ,.. ._- • - warr•wau.�n v..nwti.. �� rGce.m �•~�� _.�.... my xam vca EXHIBIT "C" - WORK SCHEDULE O City of Round Rock - Luther Peterson Public ft&gJCorflF a Ar EXHIBIT C - HOURLY RATE SCHEDULE HOK Dennis Peck PIC $300 Steve Parshall Lead Programmer $330 7 Randy Mattox $125 Truc Bui Programmer / Planner $90 Stephanie Rocha Administrative Assistant $100 Architecture Plus Mac Ragsdale Planner/ Local Liaison $150 PM $120 Architect $120 CADD $100 Administrative $50 VAI Architects Barton Drake Planner $215 PM $165 Sr. Architect $155 Architect $135 Sr. Designer $125 Design Technician $110 CADD $80 Clerical $55 Parsons Brinckerhoff Jewels Carter Technical Programmer $157 HALFF John Teague, P.E. Principal $250 Sr Project Manager $200 Project Manager $175 Professional Engineer $130 EIT $115 CADD $100 Clerical $65 GIS $105 RPLS $150 SIT $95 Survey Crew $140 Flintco Mark Pearce Estimator $200 EXHIBIT "D" - HOURLY FEES