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CM-2015-658 - 1/16/2015City of Round Rock R��OUNO ROIX Agenda Item Summary Agenda Number: Title: Consider executing an Agreement for Professional Consulting Services with Studio 16:19 for design services for the Round Rock West Improvement Project. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 1/16/2015 Dept Director: Rick Atkins, Director Cost: $41,340.00 Indexes: 2014 General Obligation Bonds Attachments: LAF Round Rock West Improvement Project CM 2015-658.pdf, Round Rock West—Studio 1619 BackUp.pdf Department: Parks and Recreation Department Text of Legislative File CM•2015-658 This Contract with Studio 116:19 is for design and engineering services related to the Round Rock West Improvement Project. The scope of the contract includes landscape architectural and engineering services from schematic design through construction observation. The project includes the demolition of existing park amenities and construction of a new playground, sidewalk, park pavilion, restroom facility, tennis court lighting, and site furnishings (picnic tables, grills, benches, and trash receptacles). The contract amount of $ 41,340.00 is approximately 8.3% of the total project budget of $500,000.00. Staff believes the proposed fee is in-line with the project total and scope of services from the consultant. This project was identified in Year 3 of the PARD Repair and Replacement Program. Staff met with the neighborhood to gather input on the park master plan. The final improvement plan will be presented to the neighborhood for feedback. The neighborhood was excited to see the redevelopment efforts. Staff recommends approval of this item. CIyolfto Rock ft,1 PdnME on Wfl 015 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: PARD Project Name: Round Rork West Improvement Prolecl Project Mgr/Resource: Aileen Dryden contractorivendor: Studio 116:19 council Action: ORDINANCE Q RESOLUTION QCity Manager Approval CMA Wording Consider executing an Agreement for professional Consulting services with Studio 1 16:19 for design services for the Round Rock West Improvement Project. Attorney Approval 6ttomey Date OAwdox\SCClnts\0123\1502\MISC\00327124.XLS Updated 6/3/08 CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR DESIGN SERVICES WITH STUDIO 116:19 THE STATE OF TEXAS THE CITY OF ROUND ROCK 4 KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON COUNTY OF TRAVIS THIS AGREEMENT for professional consulting services related to design services for the proposed Round Rock West Improvement Project (the "Agreement') is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 Fast Main Street, Round Rock, Texas 78664-5299 (the "City"), and STUDIO 116:19, located at 1717 N B3 35, Suite 308, Round Rock, Texas 78664 (the "Consultant"). RECITALS: WHEREAS, the Round Rock West Improvement Project (the "Project') includes reconstruction of a pavilion, a restroom building, a playground, tennis court improvements, and ADA improvements; and WHEREAS, City desires to contract for Consultant's professional services generally described as design services for the 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. 00327096/s92 C_Kn - aots-1o58 The tern 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 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 "Services to be Performed by City." 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 "Scope of Work," 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" in the area described in Exhibit `B." Consultant shall perform the Scope of Services in accordance with the Tentative 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 partes. 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 Forty -One Thousand Three Hundred Forty Dollars and No Cents ($41,340.00), 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. 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, Tide 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 27 1. 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 I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A, Texas Government Code, Section 2251.025(6). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the 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 TIl1'IETABLES 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 terns 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 paries 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 terns 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 terns 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 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. (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 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, rile 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. 15.0 LIMITATION OF LIABR.ITY Should any of Consultant's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. 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. 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 on its behalf with regard to this Agreement: Aileen Dryden Parks and Recreation Department 301 W. Bagdad Street, Suite 250 Round Rock, TX 78664 The Consultant hereby designates the following representative authorized to act on its behalf with regards to this Agreement: Brent A. Baker Studio 116:19 1717 N IH 35, Suite 308 Round Rock, TX 78664 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 Studio 116:19 1717 N IH 35 Suite 308 Round Rock, TX 78664 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 Fast 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 perforin, 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 Roc), Texas /AFMA.iii MIMM% For City, Attest: By: 0 Sara L. White, City Clem rk For City, roved ws to orm: By: Stephan . Sheets, City Attorney 14 Studio 116:19 studio 116:19, LLC - Project #14.146 CORR Round Rock West Park Improvements EXHIBIT A - CITY SERVICES City of Round Rock (CORR) the CITY shall supply STUDIO 116:19, LLC (1619( the CONSULTANT the following: I. The CITY will provide full information necessary for the CONSULTANT to adequately perform the duties of this agreement II. CITY shall cause its employees and any third parties who are otherwise assisting, advising or representing the CITY to cooperate on a timely basis with the CONSULTANT in the provision of its services. III. The CONSULTANT shall rely upon written information provided by the CITY and its employees and agents as accurate and complete. IV. The CONSULTANT shall rely upon any written directions provided by the CITY and its employees and agents concerning provision of services. V. Legal description and to -scale boundary survey of the property. VI. Previous and related work completed prior to this agreement, on the said property and project. VII. Topographic survey including V or 2' contours, tree survey, drainage and flood plain locations, overlay zones or districts, environmental and geotechnical data, utilities, easements, and other physical improvements and impacts of the property. VIII. Existing or pending municipal permits or approvals, and other pertinent information as required during the process. IX. If available, financial/economic information related to the development economics of the Project. X. Any other information necessaryfor the CONSULTANTto perform adequately the duties of this Project. XI. The CITY will sponsor and facilitate the Public meetings required to establish the final design for the Project. XII. The CITY will decommission the exiting lift station facility. XIII. The CITY will facilitate and process any in-house CITY permitting with the DSO. 1619_Exhibits_A-E_vi Page 1 of 11 1/6/2015 studio 116:19, LLC -Project #14.146 CORR Round Rock West Park Improvements EXHIBIT B- ENGINEERING SCOPE OF SERVICES Overview & Understanding STUDIO 116:19, LLC (CONSULTANT) understands the intent of the scope of work is to provide professional landscape architecture and related site development services to assist in the design, preparation and implementation of the development plans for the City of Round Rock—Round Rock West Park Improvements (PROJECT) in accordance to the proposed program scope items as directed the City of Round Rock (CITY). The Programming Elements belowaddress the potential design considerations for the PROJECT that islocoted atS00 Round Rock West Drive (refer to Attached - Limit of Work): Proposed Program Elements - a. Large Community Pavilion (approx. 1500 SF) b. Prefabricated Restroom Building (approx. 300 SF) c. Muni -unit playground area (approx. 8000 SF) d. Overhead Shade Structure(s) e. Tennis Court Chain link enclosure & wind screen mesh fabric f. Concrete Sidewalk g. Accessibility Improvements h. Site Furnishings (seating, trash, & picnictables) i. Upgrade to Tennis Court Lights j. Duck Pond Aeration System k. Associated utility improvements & connections II. Project Budget - a. The Project Budget is $500,000 for construction & professional services. The detailed scope below provides a break down to address the particulars of the proposed scope: Task 1— Project Management The CONSULTANT will manage all the project team activities associated with the project. The CONSULTANT shall secure resources necessary to produce the project deliverables and meet the project schedule. Allcommunications associated with the PROJECT will be directly channeled through the CONSULTANT Project Manager for distributionto the project team as appropriate. The CONSULTANT's Project Manager will be responsible throughout the project for project management and all communications, including billing, with the CITY's Project Manager. The CONSULTANT also employs a reputable OA/OC process and requires that a portion of every project budget be dedicated to this explicit service to ensure that the CITY receives quality work and a quality product that meets and exceeds their expectation. 1619_Exhibils A-E vl Page 2 of 11 1IM015 studio 116:19, LLC - Project #14.146 CORR Round Rock West Park Improvements Task 2 — Design Development 1. Data Collection The CONSULTANT tasks associated with Data Collection are as follows: a. Existing Conditions - Obtain necessary base files, land use data, and previous studies of the Project area. b. Geotechnical Investigation —develop a geotechnical report for the locations of the new pavilion and prefabricated rest room building. c. Utilities — preliminary investigation and gathering of utility connection information. 2. Physical and Visual Character Analysis a. The CONSULTANT will review the physical context of the site with particular emphasis on existing physical elements, both natural and man-made. This information will be summarized and identified in graphical format on a scale map of the project. 3. Design Development (Final Plan) - 60% Final Design a. The CONSULTANT will develop the preferred design. The team will utilize the community input and information gathered in the ADA Repair & Replace Report to ensure the design meets the communitys expectations and meets engineering standards and requirements. The CONSULTANT tasks associated with preferred design concept are as follows: • Develop preferred design development plans and associated graphics of project that are color - rendered to illustrate the preferred concept design intent. • Prepare preliminary opinion of probable construction cost forthe project. 4. Preferred Design Development Presentation Meeting a. Meet with City Staff/Council/Stakeholders to present the plan for the Project. This meeting will provide opportunity for comment and input by the City Staff. The CONSULTANT will establish and confirm changes recommended at the meeting and will establish tentative CITY approval of the Preferred Design. Task 3 — Final Desien: Plans. Specifications. & Estimates WSW The CONSULTANT will prepare plans, specifications and estimates to implement the preferred design concept described in the Task 2 of the scope above. All deliverables to be prepared under this scope of services are intended for implementation and construction by a qualified contractor. 1. The CONSULTANT sheets associated with the Final Design PS&E package may include, but shall not be limited to: a. Cover Page & Overall Umits of Construction Plan b. Existing Conditions/Demolition Plan 1619—Exhibits—A-E—v1 Page 3 of 11 1/6/2015 studio 116:19, LLC- Project #14.146 CORR Round Rock West Park Improvements c. Hardscape Layout, ESC, Grading, and Drainage Plans d. MEP Plans, Details, & Schedules e. Landscape Planting Plan (limited), Planting Details, & Project Specific Notes f. Irrigation Zone Plan (limited), Details, & Project Performance Notes g. Project Manual The following tasks associated with the development of the Final Design PS&E package and incorporation into the Final Bid Set Package will be performed: a. Meet with the CITY for one (1) kickoff meeting and three (3) coordination/status meetings. b. Update final cost opinion to include all scope items @ 90%& 100% Submittals. c. Final Design PS&E (90% Submittal) that shall include the following: • Three (3) paper copies of the Final PS&E 90% Submittal. A written response to the CITY 60% review comments. All comments from previous submittals shall be incorporated into the drawings and construction specifications, or an explanation shall be given, in writing, for why they are omitted. d. Prepare and submit 90% design plans for TCEQ. TOUR, and CORR Building Department review and comment. • Note -TCEQ submittal shall entail conversations and coordination with TCEQ and a submittal of an Exception Request for this project so as to protect the Edwards Aquifer Recharge Zone. If TCEQ's ruling does NOT concur with an exception request and it is determined that a full TCEQ WPAP will be required, this will constitute Additional Services for this particular task. These Additional Services are described under Exclusions and are shown in AS.1 on the Fee Schedule. The consultant shall not perform these Additional Services until the City issues a written Notice to Proceed (NTP) specifically for this task. Upon return of comments from reviewing agencies, Consultant shall address design concerns in final bid set submittal package. e. Final Bid Submittal Package • Submit 100%signed and sealeddesign original documents (Bid -ready Drawingsand Specifications), Project Manual (Specifications/Bid Form), and Opinion of Probable Construction Cost estimate along with the reviewed 90% submittal/permit drawings, specifications, and Opinion of Probable Construction Cost (if necessary). • Furnish the CITY with three (3) paper copies and one (1) Adobe Acrobat PDF Copy of the Final Design PS&E 100% Bid Submittal Package. Task 4 — Bidding/Negotiation It is understood that this project will be publicly bid and the CONSULTANT will assist with the bidding services required to direct the project though the bidding phase of the project by. The following tasks are associated with the Bid/Negotiation Phase: a. Assist in the preparation of the bid documents b. Attend one (1) Pre-bid Meeting c. Provide responses to bidders' questions for Consultant -related scope for inclusion in Pre-bid Meeting minutes. d. Prepare supporting documentation for maximum of two (2) addenda for issuance to bidders. e. Review Bid results and evaluate the Bids for Consultant -related scope. 1619_Exhibfts_A-E_vl Page 4 of 11 1/6/2015 studio 116:19, LLC - Project #14.146 CORR Round Rock West Park Improvements f. Investigate the qualifications of the proposed contractors and any proposed subcontractors for Consultant related scope g. Make a recommendation on potential contractor for Consultant -related scope. Task 5 — Construction Services The CONSULTANT shall provide assistanceto the CITY/Owner and provide clarifications forthe Contractor during the construction process. The potential scope of work by the CONSULTANTcovered in this phase is described below. The CONSULTANT shall not be responsible for construction means, methods, techniques, sequences or procedures in connection with the work, and The CONSULTANT shall not be responsible for the contractor's errors, omissions or failure to carry out the work in accordance with the contract documents. The primary goal of this phase is to secure compliance by the contractor to the plans, specifications and design intent. The following tasks are associated with the Construction Services Phase: a. The CONSULTANTwill prepare for and attend regular management team meetings/site visits with CITY and/or Contractor for the purpose of reporting on or gathering input to become familiar with the progress and quality of the work completed and to determine, in general, if the work is being performed In a manner indicating that the work, when complete, will be in accordance with the Contract Documents. • Meetings are defined as a physical meeting ata physical location, telephone conference calls, web conference meetings, or any other medium where more than two persons review and discuss the project together. • A maximum of eight (8) Construction Services visits are included in Basic Services. Additional Construction Observation site visits and meetings, as necessary or requested by CITY/Contractor, to insure that the design intent of the plans are implemented to the CITY's requirements will constitute additional services. b. The CONSULTANT may recommend to the CIN the rejection of any work, within the collective Consultants scope, failing to conform to the contract documents. c. Review, coordinate, and respond to requests for information (RFI) from the contractor/CITY/owner's representative: • RFI's are normal and customary during the construction process to insure that the design intent of the plans are implemented to the CITY's requirements and a minimum of 8 to 10 can be expected during a project of this scope. If the RFI count becomes more than that is usual or customary, this could constitute additional services. d. Review, coordinate, and respond to Change Orders and Change Directives generated via CITY and/or Contractor. e. Attend three (3) additional required meetings with regulatory agencies (i.e. City of Round Rock), including pre -construction and postconstruction conferences scheduled with regulatory inspectors or any other regulatory reviewer assigned to this project. f. Conduct and document inspections of the work in order to determine the date of substantial completion, and verify the satisfactory completion of the project in accordance with the contract documents. 1619_Exhibits_A-E_0 Page 5 of 11 1/6/2015 studio 116:19, LLC - Project #14.146 CO RR Round Rock West Park Improvements g. Conduct/wordinate final TOUR inspection and TCEQ closeout procedures. h. Assist CITY in completing the closeout documentation necessary to conclude the construction phase of the project, including at a minimum one (1) final site observation trip at Substantial Completion, and one (1) site observation trip for final sign -off on Punch List upon completion. I. Upon final acceptance, the CONSULTANT shall prepare the required landscape architect's and engineer's letter of concurrence to the CITY. Task 6 — Civil Enzineerin¢ Civil Engineering services to be provided by Waeltz & Prete, Inc. as a sub -consultant to the CONSULTANT. The project Civil Engineer's scope of service shall include water and sewer utility plans and TCEQ W PAP Expectation request. No offsite utility work, hydrology, or floodplain work is included in the scope. Task 7 — Geotechnical Investieation Electrical services to be provided by Raba-Kistner, Inc. as a sub -consultant to the CONSULTANT. The project Geotechnical Engineer's scope of service shall include soil borings, geotechnical analysis and report of findings within the project limits. No construction testing is included in the scope. Task 8 — Reimbursable Expenses All copying, purchases of maps and documents, tax certificates, deeds, plats, printing of reports and plans, mailing, courier, express/overnight and other related expenses shall be charged at cost. 1619—Exhibits—A-E-0 Page 6 of 11 1/8/2015 studio 116:19, LLC -Project #14.146 CORR Round Rock West Park Improvements Exclusions The following tasks are not covered in this scope of work and may or may not be necessary. If deemed necessary, these tasks shall constitute "ADDITIONAL SERVICES" and shall be conducted under a separate or supplemental Task Order. a. Three Dimensional (31)) Graphics not specified in this Task Order b. Any preparation & management of materials not specified in this Task Order c. Stakeholder/Community/neighborhood meetings and/or presentations and preparations of graphics, drawings, digital presentations, etc., not specified in this Task Order d. Detailed inventory or recordation of existing structures, site surveys, and tree surveys. e. Archeological Investigations & Geological Assessments not specified in this Task Order. f. Meetings/presentations and associated presentation materials not specified in this Task Order g. Development of As -Built Drawings h. TQEC— coordination and submittal of WPAP for Edwards Aquifer Recharge protection. I. Storm Water Pollution Protection Plan (SWPPP) (PROJECT is less than 1 AC) j. Conflict Resolution k. Traffic Impact Analysis I. Legal Lot Determinations m. Internal Site Gas and Telephone/Communication Design n. Flood Plain Studies or Flood Plain Modeling o. Off -Site Designs of Any Nature p. Construction Staking q. FEMA permitting r. Wastewater System Modeling s. Subsurface Utility Engineering t. Geotechnical Construction Testing lab Services u. Assembly and Recording of Legal Documents v. Environmental Studies w. Governmental Fees & Fiscal x. Construction Phase Services, except as specified 1619—Exhibfts—A-E—v1 Page 7 of 11 1/6/2015 studio 116:19, LLC- Project #14.146 CORR Round Rock West Park Improvements y. Preparation & Processing of Waivers, or Variances z. Platting End of Basic Scope of Services EXHIBIT C - WORK SCHEDULE The CONSULTANT shall complete the Task Order within 270 calendar days, commencing upon the issuance of Notice to Proceed via signed agreement, and receipt of documents to be provided by the CITY as specified in EXHIBITA. Anticipated Schedule/Milestones I. Notice to Proceed December 2014 II. Design Development December 2014 30 days III. Final Design/PS&E January 2015 30 days IV. TCEQ Permitting Feb - April 2015 90 days V. Bidding/Negotiation April - May 2015 30 to 45 days VI. Construction Services lune - Aug 2015 60 to 90 days VII. Project Closeout September 2015 The CONSULTANT will consider opportunities to accelerate the schedule where feasible. 1619_Exhibits_A-E_vt Page 8 of 11 1/8/2015 studio 116:19, LLC - Project #14.146 CORR Round Rock West Park Improvements EXHIBIT D - FEE SCHEDULE A detailed breakdown of the CONSULTANT's professional fees can be seen below in the FEE SCHEDULE. The summary of the fees are associated by discipline performing services for the PROJECT: Total Fee for Basic Services Task Description Total Labor Hours Total Loaded Labor Cog Other Direct Cogs Subconsultants TOTALS 1 Project Mamgementl GA/OC 28 $3,710.00 $0.00 $0.00 $3,780.00 2 Design Development 34 $4,250.00 $0.00 $0.00 $4,250.00 3 Final Design (PSSE) 86 $9,890.00 $0.00 $0.00 $9,890.00 4 Bidding/ Negotiation 24 $2,760.00 $0.00 $0.00 $2,760.00 5 Construction Seances 48 $5,520.00 $0.00 50.00 $5,520.00 6 Ciml Engineering 68 $0.00 $2(0.00 $10,200.00 $10,400.00 7 Geotechnical Engineenng 24 $0.00 $0.00 $3,740.00 $3,740.00 8 Reimbursables 0 $0.00 $1,D00.00 $0 OD $1,000.00 GRAND TOTAL: 312 $26,20D.00 51,200.00 $13,940.00 ¢11,340.00 Note: The laboris quoted aslump sum, butisbasad on hourlyrafisman hours toperbrm the requested Scope of Work. Also, feesquofedassome no change in scope of fhe pmiector basic services. The Me is not based on a percentage of consbuction cost but on a comparison of budgets smlar to like projects and should the scope vary from above, the CONSULTANT reserves Me fight to re -negotiate fee for basic services. No addroona/ sermces orsohedule rrw6rtcaltons shall be Porformad without C/TY's wfiben consent Supplemental Services Any services rendered by the Consultant beyond those described above shall be made part of a Supplemental Agreement. Adjustment of the upper fee limit maybe made should the CONSULTANT establish and the CITY agree that there has been, or is to be, a material change in the: (a) scope, complexity or character of the Services or the Project; (b) circumstances under which the Services are required to be performed; or (c) duration of the Services, if a change in the Schedule warrants such adjustment. Said changes will warrant an increase to the upper fee limit and shall be made part of a Supplemental Agreement. 16119_Exhibits_A-E_vi Page 9 of 11 1/8/2015 studio 116:19, LLC- Project #14.146 CORR Round Rock West Park Improvements The following rates will be utilized in the development of Supplemental Services by the CONSULTANT: Hourly Billable Rates: • Principal/Planner I Landscape Architect: $145.00/hr. • Associate Principal/Planner I Landscape Architect: $130.00/hr. • Senior Associate -PM/Planner I Landscape Architect: $115.00/hr. • Task Leader/Planner I Landscape Architect: $ 95.00/hr. • Staff/Planner I Designer: $ 85.00/hr. • Administrative $ 65.00/hr. 1619_Exhibits_A-E_vl Page 10 of 11 1/8/2015 •..... I ............... HUUnA BJCX Wrsll aXe 0 CERTIFICATE OF LIABILITY INSURANCE I , _'� A " 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 INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cer iNcate holder is an ADDITIONAL INSURED, the policylies) 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 MODUCER Vatkins Insurance Group -Austin 1834 Spicewood Springs Rd, St kusdn TX 78759 STUDI6 Studio 1619 LLC PO Box 2190 Round Rock TX 78680 COVERAGES CERTIFICATE NUMBER: 265961856 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 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. lessTYPEOFIWM J.M UNOE City of Round Rock POLICY NUMBER MIDDNyYFYI POLICY UMTS A OENEML LIABILITY Y BATBEBS! IW1412014 101142015 EACH OCCURRENCE $1000000 X COMAERLIALGENBRALUABILm' PREWS E1000,000 LLMMGMPLE OOCCUR MED EXP A o $10000 PERSONKaADVIWURY $1000000 GMERALAGGREGATE $I000000 GENL AGGREGATE UWT AFPLIEa PER: PRODUCTS COMPrDPAGG 52000 0 PJLICY FRO_ LOC $ AUTOMA LIABILITY ms ¢Hm BODILY INJJRV IPorpxvll $ ALLOWIO NLOS SCHEDULED AUTOS BCpLY INU0.V (Porxtl,IMO $ NO�AUTOS HIRED AUTOS AWOS MED AU OS PROPERTY DAWGE E f UMBR64 LIAR OLWR EACH OCCURRENCE a AGGREGATE $ MASS LAB =MADE DED I INETENTION$ a WORKERS COMPENSATION VF STAT,- OTH- AND EMPLOYERS' LIABILITY Y/NDAY EL EACH ACCIDENT a ANY PRCPRIETOWPARTNER,FXBCU-E❑ GFNCEAMEMBER UCWLEr NIA E. L. DISEASE EA BAROYE f (Marta ,.iI NH) Ir Ec under DEGLRIPTIONOFOPEMTIONSWbx EL.OISEASE�POLICY UMT f B PmfelsbMl Liability ]71801-0311142014 11148015 Lina 1,000,000 DedNdiba 5,000 DESCRIPTION OF OPEMiCNSILOOATIONSI VEHICLES (Nall ACORD 101, AddMdnal AemeNs4heduM, N mon ryas M no.1m) SUBJECT TO POLICY TERMS AND CONDITIONS. 30 day notice of cancellation endorsement applies when required by written contract. Certificate holder is additional insured on the general liability policy, per blanket endorsement, where required by written contract. CERTIFICATE HOLDER CANCELLATION ®1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 )2010118) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Manager ACCORDANCE WITH THE POLICY PROVISIONS. City of Round Rock 221 E. Main Street Round Rock TX 78664 AUTHORIZED REPRESENTATIVE ®1988-2010 ACORD CORPORATION. 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