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R-2015-2677 - 7/23/2015 RESOLUTION NO. R-2015-2677 WHEREAS, the City of Round Rock desires to retain professional consulting services related to design services for the proposed Heritage Trails West Project, and WHEREAS, Halff Associates, Inc. has submitted an Agreement for Professional Consulting Services for Design Services ("Agreement") to provide said services, and WHEREAS, the City Council desires to enter into said Agreement with Halff Associates, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Professional Consulting Services For Design Services with Halff Associates, Inc., a copy of same being attached hereto as Exhibit"A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 23rd day of July, 2015. 0 M ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk 0112.1504;00338261 EXHIBIT «A„ .10 CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR DESIGN SERVICES WITH HALFF ASSOCIATES, INC. THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for professional consulting services related to design services for the proposed Heritage Trails West Project (the "Agreement') is made by and between the CITY OF ROUND ROCK, a Texas home-rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the "City"), and HALFF ASSOCIATES, located at 4030 West Braker Lane, Suite 450,Austin, Texas 78759 (the"Consultant"). RECITALS: WHEREAS, the Heritage Trails West Project (the "Project") includes development of the Heritage Trial from west of Bathing Beach Road to the Mays Street Bridge and redevelopment of Memorial Park and the Brushy Regional Trail; 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. 00337736/ss2 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 PROPOSAL FOR SERVICES For the purposes of this Agreement, the City agrees to furnish the Consultant the information set forth and appended to this Agreement as Exhibit"A" titled "City Services." For purposes of this Agreement Consultant has issued its proposal for services for the tasks delineated therein, such proposal for services being appended to this Agreement as Exhibit "B" titled "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." Consultant shall perform the Scope of Services in accordance with the Work Schedule set forth in Exhibit"C." Consultant's undertaking shall be limited to performing services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform services in accordance with this Agreement, in accordance with the appended Proposal for Services, Scope of Services, the Work Schedule and in accordance with due care and prevailing consulting industry standards for comparable services. 4.0 LIMITATION TO SCOPE OF SERVICES Consultant and City agree that the scope of services to be performed is enumerated in Exhibit `B" and herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by City which may be influenced by but not be dependent on Consultant's work. 5.0 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant an amount not-to-exceed Three Hundred Sixty-Five Thousand Dollars and No Cents ($365,000.00), in accordance with Exhibit "D" entitled "Fee Schedule," which document is attached hereto and incorporated herein by reference for all purposes, in payment for services and the Scope of Services deliverables as delineated in Exhibit`B." 2 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, Title 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 3 later. Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 9.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then- current fiscal year. 10.0 TIMETABLES Unless otherwise indicated to Consultant in writing by City, or unless Consultant is unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control, the following timetable structure and deliverable due dates shall be in reasonable conformity to Consultant's schedule tendered to City and attached as Exhibit"C." 11.0 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Consultant nor for any costs incurred by 4 Consultant relating to additional work not directly authorized by Supplemental Agreement. 12.0 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the City shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the City of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 5 13.0 NON-SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall employ any person employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such person was involved, directly or indirectly, in the performance of this Agreement. This provision shall not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other general solicitation. 14.0 CITY'S RESPONSIBILITIES Full information: The City shall provide full information regarding project requirements. The City shall have the responsibility of providing Consultant with such documentation and information as is reasonably required to enable Consultant to provide the services called for. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by the City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. Required materials: Consultant's performance requires receipt of all requested information reasonably necessary to provision of services. Consultant agrees, in a timely manner, to provide City with a comprehensive and detailed information request list, if any. 15.0 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. 6 (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 16.0 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City's confidential information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. 7 Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement (other than Deliverables). Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to the Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's Confidential Information for City's own internal use and only for the purposes for which they are delivered to the extent that they form part of the Deliverables. 17.0 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work no in compliance with this representation. 18.0 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to the City's satisfaction 8 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. 9 22.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. 23.0 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 24.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act on its behalf with regard to this Agreement: Katie Baker, Park Development Specialist 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: Tim Bargainer Halff Associates, Inc. 4030 West Braker Lane, Suite 450 Austin, TX 78759 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: Halff Associates, Inc. 4030 West Braker Lane Suite 450 Austin, TX 78759 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 26.0 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 27.0 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 28.0 DISPUTE RESOLUTION The City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 11 29.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 30.0 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices. 31.0 GRATUITIES AND BRIBES City, may by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representatives to any City Officer, employee or elected representative with respect to the performance of this Agreement. In addition, Consultant may be subject to penalties stated in Title 8 of the Texas Penal Code. 32.0 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made,then and in that event the demanding party may treat such failure an anticipatory repudiation of this Agreement. 33.0 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each Phase of this Agreement within the agreed project schedule may constitute a material breach of the Agreement. 12 Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. [Signatures on the following page.] 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock,Texas Halff Associates,Inc. By: By: Printed Name: Printed Name: Title: Title: Date Signed: Date Signed: For City,Attest: By: Sara L. White, City Clerk For City,Approved as to Form: By: Stephan L. Sheets, City Attorney 14 EXHIBIT "A" CITY SERVICES Heritage Trail West City of Round Rock A1.0 Design Studies and Design Criteria • As-built plans for existing facilities adjacent to this project, if available. • Existing geotechnical reports and data for existing facilities adjacent to this project, if available. • Utility information (plans, maps, etc.) both current and archived within the City of Round Rock, if available. A2.0 Public Involvement • Provide guidance on selecting appropriate stakeholders for public meeting(s). • Sponsor and conduct public meetings A3.0 Field Surveying and Photogrammetry Provide all available survey and photogrammetry information to date. A4.0 Drainage • Provide available information and studies on existing drainage areas. • Provide hydraulic design criteria for project design. • Provide standard details and specifications as necessary to assist design consultant. A5.0 Miscellaneous • Provide direction necessary for aesthetic treatment of existing and proposed structures, amenities and landscaping. • Provide copies of all licensing agreements, utility agreements and other legal instruments related to the project. • Prepare and coordinate any required Licensing and/or Utility Agreements. • Pay all filing; permit review, application and inspection fees. • Provide any other pertinent information to assist design consultant. • Acquire right-of-entry on any property not owned by the City should it be determined necessary to complete the scope of work identified within this agreement. • It is the City's responsibility to facilitate and coordinate with private property owners, if deemed necessary. Exhibit A" 1 Halff Associates Inc. City of Round Rock—Heritage Trail West EXHIBIT "B" SCOPE OF WORK Heritage Trail West City of Round Rock The purpose of the services proposed herein is to provide professional consulting services consisting of but not limited to landscape architecture, civil and structural engineering, MEP engineering and architecture necessary for the development of the Heritage Trail West Project. The project encompasses the corridor from just west of the Bathing Beach Park to the Mays Street Bridge; refer Project Scope Map located at the end of Exhibit-B. The Consultant intends to work in effective cooperation with the City and provide all necessary plans and graphics needed for permitting/approval from, Texas Commission on Environmental Quality (TCEQ), THC, TxDOT, Union Pacific Railroad and other regulatory entities to achieve an efficient and acceptable implementation of the project. Program Consultant shall provide services, as later described for the following general program elements. • Bathing Beach Park (per approved Master Plan dated 7/9/2013 developed by others) • Heritage Trail West Design (per approved schematic design dated 8/21/2014 developed by others) • Chisholm Trail Crossing Park • The Brushy Creek pedestrian bridge/gateway at Chisholm Trail Road — existing abutments to be used contingent upon structural evaluation. New abutments may be required. Pre- engineered bridges to be used. • 1-35 underpass beautification • Timeline site furnishings and signage • Memorial Park improvements, including playground , trail at north and design of Memorial Park as shown in plans • Interpretive portals • 10' wide regional trail • Canoe/kayak launch station • Environmental awareness station • Miscellaneous sidewalks • Baseball Field, RestroomlConcession building , Fencing, dugout improvements and associated on-site utility improvements • Fence and overhead protection at bluff from school ball field • Overlooks at bluff • Plan for future trail underpass of Mays Street bridge • (20) art/mural concepts to direct artists (includes 1 revision each) • Lighting design • Landscape and irrigation design • ADA improvements to existing park elements to bring into compliance Exhibit`B" 2 Halff Associates Inc. City of Round Rock—Heritage Trail West Development Budget Goal A proposed development budget goal for all park program items indicated and professional services is generally established at $6.5 million dollars by the City. Consultant does not guarantee that proposals, bids, or actual Project construction costs may not vary from its opinion of probable construction costs (OPCC). Given the above stated general project information Consultant will provide the following scope of basic services per task listed once the City has issued an executed agreement. BASIC SERVICES The proposed basic services, which are outlined below, shall include project management coordination, data collection, site assessment, programming Ischernatic design, design development, construction documents, regulatory entitlement I permitting, bidding assistance and construction phase services, project design survey, environmental services, geotechnical services. TASK 1: PROJECT MANAGEMENT I COORDINATION This task will include the following activities: • Coordinate a kick-off meeting with the design team and City to identify project goals, schedules and projected milestones from schematic design through construction. • Provide overall project management services including budget control, schedule control, project coordination, resource allocation, sub-consultant management and coordination and preparation & processing of invoices. • Ensure timely delivery of all deliverables including electronic files, and hard copies of all pertinent information, all in American Standard System of Measure format. • Perform Quality Control I Quality Assurance reviews. • Attend team site visit/meetings, City Council presentation(2 meetings and pre-development meeting (1 meeting) • Attend 60% submittal review meetings and coordinate comment responses and approvals with design team (1 meeting). • Attend 90% meetings and coordinate comment responses and approvals with design team. (1 meeting). • Attend 100% review meetings and coordinate comment responses and approvals with design team. (1 meeting). • Assist City in filing the appropriate plans, documents and reports with jurisdictional and regulatory agencies. Submittal may include but not be limited to: the City Planning Development Services Office, THC, TCEQ, TDLR, Union Pacific Railroad and TxDOT. • Review all modifications and comments requested by jurisdictional and regulatory agencies with the City. • Coordinate and oversee revisions to drawings and assist City in submitting final documents to the appropriate agency(s) for final processing, approvals and permits. Exhibit`B" 3 Halff Associates Inc. City of Round Rock—Heritage Trail West *All filing, permit review, application and inspection fees to be paid by the City of Round Rock or billed as reimbursables. *Deliverable quantities for permitting to be determined by City; plans, specification, reports, etc. to be billed as reimbursable expenses. TASK 2: DESIGN DEVELOPMENT(BILLING GROUP 24) Upon Client's authorization to commence with design development, Consultant shall review and complete design development drawings and a preliminary opinion of probable construction costs (OPCC) previously developed by others. The design development plans will further define the character and essentials of the project concept, including description of materials. This process shall include: • Conduct preliminary meeting(s) and/or research with regulatory entities to determine permit requirements including Pre-development meeting with City Planning Development Services Office (DSO) and Floodplain Administrator. • Review preliminary design development drawings developed by others with Client. • Provide (1) updated/revised revision to design development drawings and OPCC including appropriate escalation factors and contingencies. • Review final design development drawings and OPCC with Client. • Present design development drawings and OPCC to City Council (one meeting) and Historic Preservation Commission (one meeting) for approval to proceed with Construction Documentation. Presentation will consist of (1) refined illustrative site plan and (6-10) illustrative graphics for park improvements. The presentation will be in power point format. • Attend public meeting to present illustrative site plan and graphics. Presentation graphics will be printed and mounted on boards for public viewing. • Informal digital submittals throughout the design process to be submitted to the PARD Department for review and comment. • Consultant shall coordinate with design consultant of Heritage Trail East on unifying design elements of both sections. Unifying design elements include, but are not limited to, material selection, paving types/patterns, trail maps, decade markers, directional signs, node markers, interpretive signage, portals, mile markers, paving emblems, common thread/ribbon elements, lighting, banners, timeline elements, site furnishings, and trail heads. Unifying elements shall be sent to City for review and direction will be given to consultant on design revisions. Consultant shall make all necessary revisions to unifying elements as part of basic services. TASK 3: CONSTRUCTION DOCUMENTS Upon City's approval of the Design Development drawings and OPCC, the Consultant will develop working/construction drawings and technical specifications necessary to construct the work. Construction drawings may include, but not be limited to the following information: general construction and project specific notes, utilities, grading, drainage, dimension control/layout, erosion/sedimentation/tree protection, site construction details, architectural, structural and mechanical, electrical, plumbing, irrigation plans, and details. Consultant shall compliment drawings with Contract Documents and Technical Specifications including quantity take-offs, which describe materials, systems and equipment, workmanship, quality and performance criteria required for the Exhibit"8" 4 Halff Associates Inc. City of Round Rock—Heritage Trail West construction of the work. Consultant shall coordinate any utility needs and adjustment with the City and utility service provider(s). • Initiate and attend Predevelopment meeting with City Planning Development Services Office and Floodplain Administrator if time has lapsed from initial meeting conducted with Design Development. • Preliminary floodplain I drainage investigation necessary to assess required design response. The investigation will include : o Obtain and evaluate the current Upper Brushy Creek WCID (UBCWCID) hydrologic and hydraulic analysis along Brushy Creek. o Compare the UBCWCID analysis to the Current Effective FEMA analysis. o Prepare a "Pre-Project" (Existing Condition) hydraulic simulation to evaluate the potential impacts of the proposed trail within the floodplain of Brushy Creek. o This task includes supplementing the UBCWCID draft hydraulic model with supplemental cross-sections where appropriate to define base conditions. o Preliminary field investigation of the Brushy Creek ordinary high water locations specifically near critical trail features and roadway crossings. Preliminary field investigation of potential wetlands along the Brushy Creek banks where trail improvements are proposed. Conceptually identify potential impacts to the waters of the U.S. and wetlands. Prepare a brief paragraph summarizing preliminary findings of preliminary environmental impacts and potential necessary USACE permitting. o Prepare a proposed "Post-Project" hydraulic simulation to compute the potential impacts of the proposed trail within the floodplain of Brushy Creek. o This task includes adding the proposed development along Brushy Creek to compute hydraulic impacts. o Compute (tabular format) proposed floodplain volume displacement that may require mitigation. o Conceptually identify potential locations where detailed floodplain analysis will be necessary to mitigate potential impacts. o Prepare a brief memorandum summarizing findings of preliminary floodplain analysis and potential future detailed analysis with general mitigation concepts. o If floodplain administrator believes proposed design might require USACE approval, consultant shall coordinate with USACE to determine if permitting is required. Disclaimer, does not include: • Hydrologic Analysis (this is not necessary due to the drainage area of Brushy Creek minimal additional impervious cover will have insignificant affect) • Detailed Floodplain Analysis (identify mitigation options), identify mitigation options, simulate proposed mitigation, coordinate design modifications, and prepare a brief memorandum summarizing the results of the floodplain analysis. • Conditional Letter of Map Revision (CLOMR) or Letter of Map Revision (LOMR) • USACE Permitting and associated coordination • NEPA documentation • TxDot Categorical Exclusions (CE) Exhibit`B" 5 Halff Associates Inc. City of Round Rock—Heritage Trail West • Prepare sixty percent (60%) construction drawings and OPCC including appropriate escalation factors and contingencies. • Review 60% construction drawings, specifications/project manual and OPCC with City. • Prepare ninety percent (90%) construction drawings, specifications/project manual and OPCC including appropriate escalation factors and contingencies. • Review 90% construction drawings, specifications/project manual and OPCC with City. • Prepare one hundred percent (100%) construction drawings, specifications, reports, permit applications and other documents required for permitting and construction; update OPCC including appropriate escalation factors and contingencies. • Informal digital submittals throughout the design process to be submitted to the PARD Department for review and comment. *Deliverable quantities to be determined by City, billed as reimbursable expenses. TASK 4: PROJECT DESIGN SURVEY Consultant shall provide the following services: • Conduct preliminary survey meeting with design team and City staff to confirm limits of survey work on north side of Memorial Park for trail and lighting improvements. Conduct horizontal and vertical control survey on State Plane Grid and North American Vertical Datum of 1988, NAVD88 for trail section north of Memorial Park between 1-35 and Lee St. • A topographic survey with one-foot contours, location of above-ground and visible improvements, and location of hardwood trees 4" and up for the defined survey area. • The graphical location of the property lines within the limits of the survey. • One (1) benchmark along the survey limits. TASK 5: REGULATORY ENTITLEMENT I PERMITTING 5.1 Texas Commission on Environmental Quality: Water Pollution Abatement Plan (WPAP) Consultant shall provide the following services: • Prepare a WPAP to reflect the proposed improvements for the park. • Review and incorporate Geological Assessment/ Karst Survey within application. • Meet with TCEQ to review application and address any comments required for approval/permitting. • Prepare SWPPP *All required permitting, review and/or inspection fees are the responsibility of the City of Round Rock or to be billed as a reimbursable expense. 5.2 Texas Department of Transportation: Park within 1-35 R.O.W. Consultant shall provide the following services: • Prepare exhibits showing proposed improvements within R.O.W. • Review and discuss with TxDOT District Office. • Prepare and submit permit application(s) as required. • Meet with TxDOT to review application and address any comments required for approval/permitting. Exhibit'B" 6 Halff Associates Inc. City of Round Rock—Heritage Trail West *Ali required permitting, review and/or inspection fees are the responsibility of the City of Round Rock or to be billed as a reimbursable expense. 5.3 Texas Department of Licensing and Regulations: Texas Accessibility Standards (TAS) Compliance Consultant shall register the project with the TDLR, submit plans and address any comments as required for conditional plan approval to secure compliance with the Texas Accessibility Standards and American with Disabilities Act. TDLR inspection for compliance with TAS will be required upon completion of project construction. *All required permitting, review and/or inspection fees are the responsibility of the City of Round Rock or to be billed as a reimbursable expense. 5.4 City of Round Rock: Site Development and Building Permit Consultant shall follow all required development permit processes within the City of Round Rock Development Services Office. Consultant shall establish a pre-development meeting and provide all documents necessary to secure approvals and permitting. Consultant shall provide the following services: • Establish and attend required meetings with the City departments as required. • Prepare necessary plans and application(s) for proposed park project improvements. • Review and address any comments required for approval and permitting. *It is assumed all required fees for review and processing will be waived. However, any fees that may be associated with permitting and/or inspections will be the responsibility of the City of Round Rock. 5.5 Union Pacific Railroad: Construction Permit Consultant shall provide the following services: • Prepare exhibits showing proposed improvements within R.O.W. • Review and discuss with Union Pacific Railroad. • Prepare and submit permit application(s) as required. Meet with Union Pacific Railroad to review application and address any comments required for approval/permitting. *All required permitting, review and/or inspection fees are- the responsibility of the City of Round Rock or to be billed as a reimbursable expense. 5.6 Texas Historical Commission & Round Rock Historic Preservation Commission Consultant shall provide the following services: • Prepare exhibits showing proposed improvements • Review and discuss with THC/RRHPC • Prepare/submit permit applications as required • Meet with THC/RRHPC to review application and address comments required for approval Exhibit"8" 7 Halff Associates Inc. City of Round Rock—Heritage Trail West TASK 6: BIDDING ASSISTANCE Consultant shall assist City during the bidding process. This task will include the following services: • Coordinate the schedule for bid advertising, pre-bid conference, and bid opening. • Prepare and organize bid solicitation and proposal forms consistent with the City's requirements. • Arrange for printing and distribution of the bid documents. • Conduct pre-bid conference. • Address contractor RFI's, prepare and issue addenda as required. • Attend the bid opening, review/evaluate bids including alternates and formulate bid tabulation. • Provide written recommendation to City. • Once approved by City Staff, attend City Council meeting for award of construction contract. • Assist with issuance of the Notice of Award and construction contract documents/agreement. TASK 7: CONSTRUCTION PHASE SERVICES Consultant shall assist City during the construction process. Consultant shall endeavor to secure compliance by the contractor to the plans and specifications. Consultant shall not be responsible for construction means, methods, techniques, sequences or procedures in connection with the work and Consultant shall not be responsible for the contractor's errors or omissions or failure to carry out the work in accordance with the contact documents. City will provide and pay for construction inspection and materials testing services. The construction phase process shall include: • Assist City with Issuing the Notice to Proceed and assisting with acquiring executed contracts, bonds and insurance from the contractor. • Conduct and oversee a pre-construction meeting. • Constructions observation — preparation and processing of Requests for Information, Change Proposals, Change Orders, Change Directives, review/approval of shop drawing, submittals, samples and mock-ups (as required). • Conduct and oversee bi-monthly progress meetings. Estimate construction time 12 months. • Review and approve contractor's monthly Application and Certification for Payment. • Coordinate final inspection(s) and walk-thru for substantial completion; issue punch list and letter of substantial completion for incomplete items including time for completion. • Coordinate and attend final inspection, including. TAS inspections. • Conduct final inspection for acceptance of project and issue letter of concurrence. • Acquire final close-out documents, warranties, accurate as-built drawings and other documents from contractor required to close-out project. • Review and approve contractor's final Application(s)for Payment including retainage. *Field changes, change directives, change orders or any other changes during construction of the Project initiated by the City, without prior written consent of the Consultant, shall indemnify and hold harmless Consultant and its sub-consultants from all claims, any damage, liability or cost, including reasonable attorneys' fees and costs of defense, arising from such changes. Exhibit`B" 8 Halff Associates Inc. City of Round Rock—Heritage Trail West TASK 8: ENVIRONMENTAL SERVICES Consultant shall finalize Geologic Assessment, Karst & Salamander Habitat Assessment. The scope of work efforts proposed herein will include an assessment summary and mapping of the potential for sensitive and protected environmental features on the park property. ADDITIONAL SERVICES The following services are not included within the scope of basic services unless previously discussed above. Should Consultant be required to provide services in obtaining or coordinating compilation of this information, such services shall be performed as Additional Services. Additional Services shall only be provided if previously authorized by the Client. Additional Services may include, but not be limited to, the following: • HPC Submissions/Studies beyond addressed in above scope • Surveying Services • Property Title Research • Geological Assessment • Existing Abutment Evaluation • Detailed Flood Plain Analysis • Hydrologic Analysis • CLOMR and/or LOMR • Preparation of Phased bid package(s) with reduced scope of items defined herein, including construction drawings and specifications. • Traffic Impact Analysis. • TxDOT roadway modifications. • Traffic Control Plans. • Construction Staking. • Construction Materials Testing. • Geotechnical investigation for new bridge piers, abutments and other structures not accounted for in basic scope of services. • Bridge Design (other than pre-engineered structures). • Hazardous Site Assessments. • Environmental services • Archeological Assessment • Land Acquisition services. • Easement acquisition or vacation including preparation of easement documents in addition to those provided and finalized by others for this project. • Legal Lot Determinations unless defined within scope of services. • Preparation of multi-use agreement(s) and exhibits. • Assistance or representation in litigation concerning the property of proposed project. • Conflict Resolution. • Preparation and processing of Waivers, Variances or Exceptions. • Services required after final acceptance of construction work. Exhibit`B" 9 Halff Associates Inc. City of Round Rock—Heritage Trail West • Permitting through Army Corp of Engineers (USACE). • Revisions to drawings previously approved by the City and regulatory entities due to changes in: Project scope, budget, schedule, unforeseen subsurface construction conditions or when such revisions are inconsistent with written approvals or instructions previously given; enactment or revision codes, laws, or regulations subsequent to the preparation of such documents. • Preparation of presentation materials for marketing or purposes other than in-progress approvals. • Public or other presentations beyond those described in scope of services. • Provide consultation, drawings, reports and other work products related to permits, approvals and ordinances not described in scope of services. • Providing professional services for the field selection of plant materials. • Gas, Telephone/Communication design. • Design of utility extension(s) to the project site. • Preparation of record documents from contractors as-built drawings • Providing services other than those outlined in scope of services. • Any services related to ROW acquisition CLARIFICATIONS The following are clarifications regarding scope of basic services: • All application and processing fees are the responsibility of the City. • City to supply current Title Commitment or Policies (if applicable). Additional research beyond what is included in the title commitment is not included. • Resolution of conflicts not included. • Coordination with the utility companies for the design and construction of electric, telephone and gas service will be provided by City. • Right-of-Way or easement acquisition will be handled by the City. Exhibit`B" 10 Halff Associates Inc. City of Round Rock—Heritage Trail West U _C h N m U O f7 f7 Q LM N Z , r r e _ r -a AMA • t r ^1 e •'9 +++ �' -- :tTu31 . �y tyles J � w' C/) � a7alil;^:iT: )s •.. 1 y� s.. �; - i1.-, ¢4"�,+rs N _ t q , 3 m � ;Q O WU EXHIBIT C TENATIVE PROJECT SCHEDULE for HERITAGE TRAIL WEST 2015 2016 Aug. Sept. Oct. Nov. Dec. Jan. I Feb. I March I April I May 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 Design Task Design Services 1.0 Project Management I Coordination(on-going throughout design phases) 4.0 Project Design survey assumed 3 wks. 2.0 Design Development assumed 4 wks. 3.0 Construction Documents assumed 12 wks. 60%Construction Documents 90%Construction Documents 100%Construction Documents 5.0 Regulatory Entitlement I Permitting assumed 12 wks. ' WPAP(TCEQ) (TxDOT)1-35 R.O.W. TDLR:TAS Compliance CORR:DSO Permitting Union Pacific Railroad application I permit THC&RRHPC Permitting 8.0 Environmental Services assumed 2 wks. Geologic Assessment(required by TCEQ) Karst I Salamander Habitat Assessment Letter(required by TCEQ) 6.0 Bidding Assistance assumed 8 weeks -Start Bid Dates to be determined / 7.0 Construction Phase Services(Assumed start date May 2016-May 2017) '"'°""" + Note:This schedule is tentative and general design and review time may adjust overall project deadlines. ` Milestone Total contract time to equal 20 months Exhibit D Fee Schedule Project Name: City of Round Rock Heritage Trail West Total Total Other Task Labor Hours Loaded Labor Cost Direct Costs TOTALS Task 1: Project Management I Coordination 88 $10,550.00 $0.00 $10,550.00 Task 2: Design Development 245 $39,400.00 $0.00 $39,400.00 Task 3:Construction Documents 620 $193,550.00 $0.00 $193,550.00 Task 4: Project Design Survey 0 $2,000.00 $0.00 $2,000.00 Task 5: Regulatory Entitlement I Permitting 0 $33,350.00 $0.00 $33,350.00 Task 5.1:WPAP(TCEQ) 10 $1,100.00 $0.00 $1,100.00 Task 5.2:TxDOT 55 $5,800.00 $0.00 $5,800.00 Task 5.3:TAS(TDLR-Accessibility Compliance) 55 $5,800.00 $0.00 $5,800.00 Task 5.4: Bldg.&Site Permits(DSO Services) 55 $5,800.00 $0.00 $5,800.00 Task 5.5: Union Pacific Railroad 45 $4,800.00 $0.00 $4,800.00 Task 5.6:Texas Historical Commission&RRHPC 15 $1,800.00 $0.00 $1,800.00 Task 6:Bidding Assistance 130 $20,150.00 $0.00 $20,150.00 Task 7:Construction Phase Services 340 $60,850.00 $0.00 $60,850.00 Task 8:Environmental Services 0 $2,650.00 $0.00 $2,650.00 Task 9: Reimbursable Expenses 0 $0.00 $2,500.00 $2,500.00 GRAND TOTAL: 1,658 $387,600.00 $2,500.00 $365,000.00 EXHIBIT E CERTIFICATE OF INSURANCE (see attached) Exhibit A" 1 Halff Associates Inc. City of Round Rock—Heritage Trail West CERTIFICATE OF LIABILITY INSURANCE D11 'MNIDDlYYYY) L� 2/13/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Candy Goehring Bell Insurance PHONE (972)561-4800 F°X (972)561-4650 fAIC. /C No 16980 Dallas Parkway#210 EMAIL .cgoehring@bellgroup.com INSURERS AFFORDING COVERAGE NAIC# Dallas TX 75248 INSURERAMassachusetts Bay 22306 INSURED INSURER B Allmerlca Financial Benefit 41840 Halff Associates, Inc. INSURERC:The Hanover Ins. Co. 22292 1201 N. Bowser INSURERD:Ironshore Specialty Ins. Co. 25445 INSURER E: Richardson TX 75081 INSURER F: COVERAGES CERTIFICATE NUMBER:14/15 Master 2MIL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IEXP LTR TYPE OF INSURANCE AD R POLICY NUMBER MM/DDIYYYY MLICY EFF M DD/YYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE ( RENTED 1,000,000 PREMISESS Ea occurrence $ A CLAIMS-MADE FX OCCUR ZDDA051278 7/12/2014 /12/2015 MED EXP(Any one person) $ 10,000 X Contractual Liab. -PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 B X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AWDA051300 7/12/2014 /12/2015 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS LX AUTOS Per accident) $ Uninsured motorist combined $ 1,000,000 X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 C EXCESS LIAR CLAIMS-MADE AGGREGATE $ 5,000,000 DED I X I RETENTION$ 10,00 HDA051287 /12/2014 /12/2015 S B WORKERS COMPENSATION X T.C STATU- OTH- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) W2DA028649 /12/2014 /12/2015 E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $ 1,000,000 D Professional Liability 002091900 /12/2014 7/12/2015 Per Claim $2,000,000 Claims Made Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Addltlonal Remarks Schedule,If more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Round Rock ACCORDANCE WITH THE POLICY PROVISIONS. Parks & Recreation Department 221 E. Main Street AUTHORIZED REPRESENTATIVE Round Rock, TX 78664-5299 T J. Ashley/CANDY ACORD 25(2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025(201005).01 The ACORD name and logo are registered marks of ACORD EXHIBIT «A„ AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [GARDENS AT MAYFIELD RANCH] THIS AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [GARDENS AT MAYFIELD RANCH] (this "Agreement") is entered into effective as of the Effective Date (defined below),. by and among VISTA OAKS MUNICIPAL UTILITY DISTRICT, a political subdivision of the State of Texas operating under Chapters 49 and 54 of the Texas Water Code and formerly known as Williamson County Municipal Utility District No.9 (the "District"), PALMER INVESTMENTS, LP, a Texas limited partnership (the "Developer"),and the CITY OF ROUND ROCK,TEXAS, a home rule municipality located in Williamson County,Texas (the" "). The City,the Developer, and the District are sometimes referred to individually in this Agreement as a"Pah "and collectively as the"Parties". RECITALS: A. The District purchases and receives wholesale water and wastewater service from the City under the terms and provisions of the Vista Oaks Municipal Utility District Amended and Restated Wholesale Water and Wastewater Agreement dated effective August 29, 2011 (the "Wholesale Agreement"). B. The Developer is planning to develop the ±38 acres of property adjacent to the District more particularly described on EXHIBIT"A' (the "Gardens Trace,) into detached single-family residential and commercial uses. As of the Effective Date, the Gardens Tract is located in the City's extraterritorial jurisdiction; however, the Developer has requested that the Gardens Tract be annexed by the City for full purposes so that, among things, the City can provide retail domestic wastewater service to the Gardens Tract. The City has represented to Developer that 135 LUEs of wastewater capacity in the City's wastewater system are available for use by Developer in the development of the Gardens Tract. However,because the City does not have existing wastewater lines in the area to which the Gardens Tract could readily connect,the Developer has requested to use the District's wastewater system on a pass-through basis in order to obtain retail wastewater service from the City to the Gardens Tract. C. The Parties desire to enter into this Agreement to set forth the terms and conditions on which the City and the Developer may utilize the District's wastewater system to provide wastewater service to the Gardens Tract on a pass-through basis after the Gardens Tract has been annexed by the City. AGREEMENT For and in consideration of the mutual promises, covenants, obligations,and benefits of this Agreement,the District,the City,and the Developer contract and agree as follows: Section 1. Recitals. The above and foregoing recitals are incorporated herein by reference. Section 2. Pass-Through Wastewater Service. A. Authorization of Pass-Through Service. Subject to the terms and conditions of this Agreement,for a period of ten years from the date that the Annexation and PUD Zoning Condition (defined below) is finally satisfied,the City may connect the segment of wastewater line owned by the City depicted on EXHIBIT"B" (the "OW {Wo646173.8} 1 Wastewater Line.Segment")to the Developer's wastewater collection system serving the Gardens Tract at the point of connection identified on EXHIBIT"B" (the "Gardens Tract Wastewater Point of Connection") and to the District's wastewater collection system at the point of connection identified on EXHIBIT"B" (the "District Wastewater Point of Connection") to allow the City to provide up to 135 living unit equivalents ("LUEs") of retail domestic wastewater service to the Gardens Tract using the District's wastewater system on a pass-through basis. The Gardens Tract Wastewater Point of Connection and the District Wastewater Point of Connection are referred to in this Agreement individually as a "Wastewater Point of Connection" and collectively as the "Wastewater Points of Connection". The District has reviewed its current capacity and has determined that it has the wastewater capacity to allow 135 LUEs of wastewater to pass from the Garden Tract through its wastewater lines to the City's wastewater system in accordance with this Agreement. B. Limitations and other Conditions of Service. 1. Notwithstanding anything else in this Agreement to the contrary, in no event will the City or the Developer,without the prior written consent of the District, deliver through the City Wastewater Line Segment or the District's wastewater collection system more than 135 LUEs of wastewater from the Gardens Tract measured at each Wastewater Point of Connection, not to exceed, under any circumstances, an aggregate peak wet weather wastewater flow of 126 gpm. 2. The District has and will continue to have a guaranteed reservation and commitment of 1,400 LUEs of wastewater capacity from the City under the Wholesale Agreement. None of the LUEs of capacity guaranteed and reserved to the District under the Wholesale Contract will be utilized to serve the Gardens Tract under this Agreement. Instead, the City is committing 135 LUEs of wastewater capacity directly to the Gardens Tract and will simply be using the District's wastewater system to provide retail wastewater service to the Gardens Tract on a pass-through basis. 3. For the purpose of keeping the District informed of the level of development and related wastewater usage that is proposed for the Gardens Tract and so that the District may confirm that wastewater generated from such improvements will not exceed the maximum limits set forth in this Agreement, the Developer must submit to the District (a)copies of all site plan applications (and amendments to site plan applications that increase wastewater usage)for all or any portion of the Gardens Tract simultaneous with submittal to the City; and (b)copies of all plans and specifications for any material infrastructure modifications to the Gardens Tract, including the Gardens Tract Wastewater Facilities(defined below),that may create or impact wastewater generation prior to construction of the improvements contemplated by such site plans or plans and specifications; and (c)a quarterly connection report with the details of the wastewater connections made within the Gardens Tract during the previous quarter. Each submission under clauses (a) and (b) above must include an engineer's calculation of LUEs of wastewater service proposed and the peak wet weather wastewater flows that will be generated by the improvements, and such calculation will be subject to confirmation and approval by the District. Further, within ten days after approval by the City,the Developer will provide the District with a copy of all approved site plans and amendments thereto. The Developer is {Wo646173.8} 2 solely responsible for the cost of any infrastructure improvements to the Developer's or the City's wastewater systems that are necessary to enable the City to provide retail wastewater service to the Gardens Tract, including the wastewater line from the Gardens Tract to the Gardens Tract Wastewater Point of Connection (the "Gardens Tract Wastewater Facilities"). It is the intent of the Developer and the City that the Gardens Tract Wastewater Facilities will be dedicated to the City and that the City will accept those facilities for operation and maintenance. The dedication of that infrastructure and acceptance for maintenance will be by regular City process. 4. THE DISTRICT WILL. HAVE NO LIABILITY OF ANY HIND OR NATURE WITH RESPECT TO THE GARDENS TRACT WASTEWATER FACILITIES, AND THE DEVELOPER WILL INDEMNIFY, DEFEND, AND HOLD THE DISTRICT HARMLESS FROM AND AGAINST ANY AND ALL COSTS, DAMAGES, LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF LITIGATION), SUITS, ACTIONS, LEGAL, OR ADMINISTRATIVE PROCEEDINGS, DEMANDS, FINES, PUNITIVE DAMAGES, LOSSES, COSTS, OR CLAIMS OF ANY KIND OR NATURE (COLLECTIVELY, "COSTS") THAT ARISE BECAUSE OF OR IN CONNECTION WITH THE USE, OPERATION, OR MAINTENANCE OF THOSE FACILITIES. SUCH OBLIGATION APPLIES WHETHER ACTUAL OR ALLEGED NEGLIGENT ACTS OR OMISSIONS OF THE DISTRICT CAUSED THE LOSS IN WHOLE OR IN PART; PROVIDED HOWEVER, IN THE EVENT OF ANY JOINT OR CONCURRENT LIABILITY BETWEEN THE DISTRICT AND THE DEVELOPER, THE DEVELOPER'S OBLIGATIONS HEREIN WILL BE REDUCED BY THE PERCENTAGE OF NEGLIGENCE OR FAULT APPORTIONED TO THE DISTRICT. 5. The Developer and the City will be responsible for ensuring that all discharges of industrial waste from the Gardens Tract comply with federal,state, and municipal requirements regarding pretreatment and monitoring of industrial waste and other prohibited waste. Any compliance or enforcement efforts or pretreatment requirements will be established and monitored by the City in accordance with the City's ordinances; however, the District will be entitled to inspect the facilities constructed to serve the Gardens Tract and the connections at the Wastewater Points of Connection and to test the wastewater received at the Wastewater Points of Connection. If any test reflects that any wastewater other than domestic wastewater is being received at the Wastewater Points of Connection, pretreatment of such wastewater will be required, in accordance with the City's ordinances, at the expense of the discharging party. The City will not impose any fee, charge, or fine upon the District for any violation of any ordinance, rule, regulation, or agreement caused by wastewater received at the Wastewater Points of Connection, nor will the City impose upon the District any surcharge that is caused by wastewater received at the Wastewater Points of Connection. 6. Except as expressly authorized by this Agreement for pass-through wastewater service to the Gardens Tract, neither the Developer nor the City may connect,or allow any other person or entity to connect, directly or indirectly, any facilities,persons,or property to the District's water or wastewater utility systems fW0646173.81 3 without the prior written consent of the District. If the Developer or the City does so, the District may immediately terminate this Agreement and/or require the Developer or the City, as applicable, to immediately terminate service to the facilities, persons, or property that have been connected in violation of this Agreement. The District reserves the right to deny for any reason any request by the Developer or the City to increase the level of service under this Agreement or to serve any facilities, persons, or property outside of the Gardens Tract. To be clear, this Agreement authorizes only wastewater service to the Gardens Tract using the District's wastewater system on a pass-through basis. The City will provide retail water service to the Gardens Tract directly from City-owned water facilities, and neither the Developer nor the City may utilize any District facilities to provide water service to the Gardens Tract. C. Wastewater Lift Station Operation and Maintenance Payment. On or before October 31A of each year during the term of this Agreement,the City will pay the District an annual fee of$6,075,representing$3.75 per LUE per month for the operation and maintenance of the District's lift station used to provide pass-through wastewater service to the Gardens Tract under this Agreement. This payment will be in addition to any other payments required by this Agreement. Interest charges for any overdue payment shall be paid by City in accordance with Texas Government Code Section 2251.025. The $3.75 per LUE charge may be adjusted by the District annually to reflect the actual reasonable and necessary costs of operating and maintaining the lift station; provided,however,the District shall provide written notice to the City of any adjustment at least thirty days prior to the effective date of such adjustment. D. Capacity Charge. The Developer must pay to the District a non-refundable capacity charge of$1,569.35 per LUE for the 135 LUEs of pass-through wastewater service capacity made available under this Agreement to the Gardens Tract (the "Capacity Charge'). The Capacity Charge for 67 of the 135 total LUES (i.e., $105,146.45) must be paid on or before ten days after the Annexation and PUD Zoning Condition (defined below) is satisfied (the "Initial Capacity Paymenel The Capacity Charge for each of the remaining 68 LUES must be paid by the earlier of(i)ten days after the City approves a site plan application that includes such LUE(s); or (ii)three years after the Effective Date (the "Capacity Charge Payment Deadline"). The Capacity Charge for all or any of the 135 LUES may be prepaid at any time;however,if the District has not received full payment of the Capacity Charge for all 135 LUEs by the Capacity Charge Payment Deadline, then the capacity of the pass-through wastewater service made available to the Gardens Tract under this Agreement will be limited to the number of LUES for which payment has been received as of the Capacity Charge Payment Deadline. E. Annexation; PUD Zoning. The District's obligations under this Agreement are contingent upon the full purpose annexation of the Gardens Tract by the City and final approval by the City of planned unit development("PUD") zoning for the Gardens Tract reasonably acceptable to the District(the"Annexation and PUD Zoning Condition'). The City will notify the District within five days after the Annexation and PUD Zoning Condition has been finally satisfied. If the Annexation and PUD Zoning Condition has not been finally satisfied on or before six months after the Effective Date, the District may terminate this Agreement. The Developer and the City agree that, once the Annexation and PUD Zoning Condition is satisfied, (i) the PUD zoning for the residential portion of the Gardens Tract may not be changed or modified in a manner that would allow the Developer to place more than 12o detached single-family residential {Wo646173.8} 4 structures on the Gardens Tract without the prior consent of District; and (ii)the PUD zoning for the commercial portions of the Gardens Tract may not be changed or modified in any material manner without the prior consent of the District. F. Development in Accordance with Conce tp Plan. The Developer agrees that the Gardens Tract will be developed as detached single-family residential and commercial uses in accordance with the land plan attached as EXHIBIT"C"(the"Land Plan"). Any material deviations from or changes to the band Plan will be subject to the District's prior written approval. G. Restrictive Covenant. On or before the Effective Date,the Developer must deliver an original of the Restrictive Covenant attached as EXHIBIT"D"to the District for recording, executed and acknowledged by the current legal owner(s) of the Gardens Tract,and joined in by any holders of liens against such property. H. Fence Behind 1.2 Acre Commercial Parcel. The Developer is required to construct a masonry fence behind the 1.2 acre commercial parcel within the Property, as depicted on the fencing legend attached as EXHIBIT"E",at or before the time that the 1.2 acre commercial parcel is developed. The exact type of fencing will be subject to the District's reasonable approval in order to ensure that such fencing is consistent and harmonious with other subdivision fencing within the District. I. Payment for Retail Service. The City will bill wastewater customers within the Gardens Tract directly for retail wastewater services furnished to such customers. Section 3. Default. In the event of default by a Party, each nondefaulting Party may give to the defaulting Party written notice of such default specifying the failure or default in question. If the defaulting Party fails to fully cure the default specified in such notice within thirty days after receipt of such notice, each nondefaulting Parry will have the right to terminate this Agreement as of the date of the event of the default and/or pursue all other legal or equitable remedies. Each nondefaulting Party may employ attorneys to pursue its legal rights and,if it prevails before any court or agency of competent jurisdiction,the defaulting Party will be obligated to pay all expenses incurred by the nondefaulting Party, including reasonable attorneys'fees. In addition to all other remedies available to the District, if, for any reason,the Developer or the City violates any provision of this Agreement,the District will, after the notice and opportunity to cure period described above, have the right to disconnect the Gardens Tract from the District's systems and to terminate this Agreement if, in which event, the Developer will be solely responsible for all actual costs and standard District fees related to disconnection from the District's systems. Section 4. Severability. The provisions of this Agreement are severable,and if any provision or part of this Agreement or the application thereof to any person or circumstance is ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances will not be affected thereby. Section 5. Modification. This Agreement will be subject to change or modification only with the mutual written consent of all Parties. Section 6. Assignability. This Agreement may not be assigned by the Developer or the City, in whole or in part,without the prior written consent of the District. Notwithstanding the foregoing, (a)the Developer may partially assign its right, title, and interest in and to this fWo646173.8J 5 Agreement with respect to the residential portion of the Gardens Tract depicted on the Land Plan(the "Residential Area") to RMD Holdings, LP, a Texas limited partnership ("RMD"); and (b)RMD may then assign such interest in this Agreement to The Gardens at Mayfield, LLC, a limited liability company organized under the laws of the State of Mississippi that is registered to do business in the State of Texas, provided that, in each case, the applicable assignee accepts such assignment, assumes and agrees to perform all of the Developer's obligations hereunder as to the Residential Area, and promptly provides written notice of the assignment to the District and the City, which notice must include a copy of the assignment and assumption instrument and contact information for the assignee for purposes of notice under this Agreement. Further, it is contemplated that The Gardens at Mayfield, LLC may subsequently assign its rights under this Agreement to a property or homeowner's association established under a properly recorded condominium declaration that encompasses the Residential Area; however, .any such assignment will be subject to the District's reasonable approval. This Agreement may be recorded in the Official Public Records of Williamson County, Texas, runs with the land comprising the Gardens Tract, and is binding upon and inures to the benefit of the Developer, the District,the City, and their respective successors and permitted assigns. Section 7. Applicable Law. This Agreement will be governed by, and construed in accordance with the laws of the State of Texas. All of the obligations contained in this Agreement are performable in Williamson County,Texas. Section S. Parties at Interest. This Agreement will be for the sole and exclusive benefit of the Parties hereto and will never be construed to confer any benefit to any third party. Section 9. Waiver. Each Party may specifically, but only in writing, waive any breach of this Agreement by another Party, but no such waiver will be deemed to constitute a waiver of similar or other breaches by such other Party. Section io. Notices. All notices to the District must be in writing and mailed by Certified Mail, Return Receipt Requested,addressed to: Vista Oaks Municipal Utility District c/o Armbrust&Brown,PLLC Attn:John W.Bartram ioo Congress Avenue,Suite 1300 Austin,Texas 78701 with a copy to: Vista Oaks Municipal Utility District c/o Crossroads Utility Services LLC Atte: Andrew Hunt 2601 Forest Creek Drive Round Rock,TX 78665 All notices to the Developer must be in writing and mailed by Certified Mail, Return Receipt Requested,addressed to: Palmer Investments,LP Attn:Michael Palmer 110 E Main Street Round Rock,Texas 78664 Mo646173.81 6 with a copy to: D.Scott Hesslemeyer,P.C. 211 Round Rock Blvd, Round Rock,Texas 78664 All notices to the City must be in writing and mailed by Certified Mail, Return Receipt Requested,addressed to: City of Round Rock c/o City Manager 221 East Main Street Round Rock,Texas 78664 with a copy to: City of Round Rock c/o: Sheets&Crossfield,P.C. Attn: Charlie Crossfield 3og East Main Street Round Rock,TX 78664 Any Parry may change its address by giving written notice of such change to the other Parties. Section ii. Term. This Agreement will be in force and effect for a term of ten years from the Effective Date. Section 12. Effective Date. The effective date of this Agreement (the "E(fective Date") is the date that the District executes this Agreement after receipt of fully executed original counterparts from the Developer and the City. Section 13. Multiple Originals. This Agreement may be executed in a number of counterparts, each of which will for all purposes, be deemed to be an original, and all such counterparts will together constitute and be one and the same instrument. Section 14. Entire Agreement. This Agreement,including Exhibits,constitutes the entire agreement of the Parties and supersedes all prior agreements and understandings related to the subject matter hereof. Section 15. Authority. Each Party represents and warrants that it has the full right, power, and authority to execute this Agreement and all related documents. Each person executing this instrument on behalf of a Parry represents that he or she is an authorized representative of and has the authority to sign this document on behalf the respective Parry. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the dates set forth below to be effective as of the Effective Date. [counterpart signature pages follow] {Wo646173.81 7 COUNTERPART SIGNATURE PAGE TO AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [GARDENS AT MAFIELD RANCH] DISTRICT• VISTA OAKS MUNICIPAL UTILITY DISTRICT Douglas Mink,President Board of Directors Date: THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on , 2015, by Douglas Mink, President of the Board of Directors of Vista Oaks Municipal Utility District, a political subdivision of the State of Texas operating under Chapters 49 and 54 of the Texas Water Code,on behalf of said district. (seal) Notary Public Signature {Wo646178.8} 8 COUNTERPART SIGNATURE PAGE TO AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [GARDENS AT MAFIELD RANCH] DEVELOPER: PALMER INVESTMENTS, LP, a Texas limited partnership By: PALMER GROUP, LLC, a Texas limited liability company,its General Partner By: �-- Name:_� e M ef2 Title: M em bia(z Date: 5(5 17 D I- THE STATE OF TEXAS § COUNTY OF WILLIAMSON § his ' sent was a6mimlegged before me on 1 , 2015, by of Palmer Group, C, a Texas limited *a , company, General Partner of Palmer Investments, LP, a Texas i ited partnership, on behalf of said limited liability company and limited partnership. Sharon A.Laslrapes P"f %f f7 wyNblic,SlaleolTexas 'J i'; h•Y Cart+ris4on E>Wtus •:h n' May 25,2016 of Public S' nature {Wo646m.8} 9 COUNTERPART SIGNATURE PAGE TO AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [GARDENS AT MAFIELD RANCH) CITY• CITY OF ROUND ROCK,TEXAS By: Alan McGraw,Mayor Date: THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on , 2015,by Alan McGraw, Mayor of the City of Round Rock, Texas, a home rule municipality located in Williamson County,on behalf of said municipality. (seal) Notary Public Signature fW0646i73.81 10 EXHIBIT"A" GARDENS TRACT -� Z� nel�sgaatrx �� Ir . 1220 McNeil Road Z kourid'Rodk,Texas 78681 'd _ Fft%4 Alta stration Nb..t000 oo _ (�`, t5f2�298-X9a1 office �'sr .�poZ 5.i2�238�7302 fax EXHIBIT' METES-AND BOUNDS DESCRIPTION—TRACT 1 BEING .5000 ACRES OF LAND, SURVEYED BY LANDESIGU SERVICES, INC.,.OUT OF JOHN 0..ANDERSON SURVEY,ABSTRACT ISO,'1'6,AND.BEIN:G A PORTON.OFA' ACRE TRACT' CONVEYED TO PALMER INVESTMENTS i.:P., RECORD IN DOCUMENT NUMBER 20Q4.632263 OF THE OFFICIAL, P05t1G RECORDS :OF WILLI 4lVISC7N COUN T`Y.`, TEXAS (t7:P'.R:tN t;'F:}.AiVd BEING.:IVIORE PARTICULARLY C�ESCR(BED BY METES.AND BO:UNM As FOLLOWS: .00MMENCING at a 1U2" rdbar found with cap marked "R,I 80rveying"'.ii1 the east lihae of said 3.8.61 acre tra�f,in the west line of a called.237:026:aGPe tract.recorded in Dccutnet t NoK 2001040254 of the Om.R W_C.T,for the northeast.cort-1er of a called 3::936 acre trani described as-Arterial Rin Document No;200:60.13003 6fifie O;P.R':T.G.T. THENCE crossing through.said 38:51. acre tract and the north line of said Arterial H thea following,two(2)courses: 1. Along.a curve tp the right,having°a.radlus of135..G.00 feet,a delta angle of 34`4=3`05",.a length of 818::02 feet and a Et�rd wblch bears South:51'. 36'32"1Nest a ctistanca of '80547 feet to a`1I2"iron rod found with cap marked"RJ.Surveying„I 2. South 68"68'04"W- Est.a-distance sof 49.7.44 feet to a• 1J2” rronrod with cap marked "LANDESIGN"'.set.for the PONT OF BEGIN!.INC;. TH.ENGE South 68058104'-West with the ngrth line of said Arterial H a distance of 408.20 feet to a calculated.poirlt-fri th-e e3ftfingeast°rlgt t-ofUW4y line of Sam'Bass Road (.Lounty Road 175) (F2.O:W.Varies,the:west iine of salt!3t Z I acre tract and the northwest pufner Of said 3.936 acre:(fact, from which a 1t2"Iron rod found'with-cap marked "R!:Surveying" bears-North 75°30'17"'West:a.dii�fance of 0:54 feet, THr=NGE along the existing east right-of=way;line of Sarni Bass Road and west line Of said 38,51 acre tract:•the following two(2)courses: 1. Alohg a curare to the teft,.l aving a radius of!101.91 feet, a delta angle of 17°3.6'13'% a length of 34.0.4:0 feet and a chard which bears- North 37°33'51„ West a distance of 339.06 feet to a V?iron:radd found with.cap marked"CCC 483'6). Page 1 of 2 LAM=Sem 8-7SWU07ES17RACT l.dac< (W0646173.8) 2. Ndfth 46"'V-04! a distance of 152. .B5 feet to a V.2" iron Trod with :cap M.alice'd ,-LANDEtSl 6N.""k;dt; THENCE crosping through said 38,51 acre tract the following 1r North 43010.03"SAst a distance Of 206,58-feet,to a 112":iron rod. W :cap. marked 'ILAWESIGNI'seti, 2. Aliqng a curve,to the right, having a radius QN.'08.00z feet,a-delta angle off60104-1 length of 11.44.0T feet and a chord which' bears'!RpTth 7CM049' East a.distance of 109,87fibet W a.1/2°iron rod.-WIth cap rhaftcl"LANDMIGN"set; .3. Sduth 7614.523" East a distance of 2:02.17 feL#'to a 1/21' iron rod,with cap marked "LANDESIGN!"seft, 4, Sodth 349,553*6"Ea6t-a distance of--449,.91 feet:to the POINT OF BEGINNING. This parcel-coqtpins.5.000 acres Of land, out of the John D'ALioersan Survqy.No. 16,In WilliaMson County, Twcas. Descriptlah'prepated from afton-thelground made Outing October, 2014,,.All beArihgs"are.baVedNixas Gentfal Zone 4203..tate Pj4ne 060� derived ftm VRS Coordhatps prQVided:tky tha Texas Cooperativia.Netoork Rdferonce Stations and wherezqaled from point n Qr0or I Ullilzbg a scale fWar of 1..Q0 002 �tpi eaters Date Registered Prbfessftal-Land S' ulveyor OF-* Stcite,Of Texas No.,4§38 JQSEPJVRFAVLR.5 Job Number:355-14.0f V 4938 . AttadhMentw.�Survey,'DraWlfigsLA38.ekc.SamBasS1DWGSVd6601G1.dwq Ahb-A- .;- .. Page 2 of 2 L=M SM (W0646173.8) , . _ f;?-idz-cNei(Rood �71XWD. �} Suite 20.Q Round Rock,Texag 78:681. +� Firm Re�rstratron Na.IOOO18Q0 512-238-79.01 office. �s xao 512-238-79a-Z fax EXHIBIT" " METES AND.SOUNDS MESCRIPTION--TRACT 2 BEING 28:260 ACRES OF LANQ;,SURVEYED:BY LANDESICN:SERVICE$, .INC,,.OUT OF.JOHN[3.ANDERSON SURVEY,ABSTRACT NO: A ANQ BEI. FORT16N OF A 38;51 ACRE TRACT CONVEYED TO PALMER. INVESTMENTS L.P RECORDEE7.tN DOCUMENT ,NUMBER 2004032253" OE THE QFFIQIAL PUL3LIC RECORDS OF Wil,LIAMSON COUNTY= TEXAS. (0 P.R'.W C;T}-AND BEINe MbR`E PARTICULARLY 'DESCRIBEU--BY METAND BOUN'- AS FOLLOWS. POINT OF BEGINNING at a 112"ret)af fund with-cap marked"RJ $Urveying`'in the east line of said 38.51 .acne tract,. in the west Zine:of a called 237,020 acre tract recorded in Document No.2001 fl40264.of the rJ.P.t :VV:Cz.for-the rtor6eaat corner;of a called 3.935 acre tract diaserlbed as Arterial'H In Docurnoni No:200601 Sods of the;O;P.R.T.C.T. THENCE,crossing through said 38:51' acre.tract and the n'arth ifne of said Aiterlal H the following two.M courses: I. Along ac curve to the:right,halting.a radius of 1350.00 feet,:a delta angle:of 34043'06',.a length of 818:02 feet and a chord which-bears South 51"36'32" West a.distance of 1305:57 feet.td-a 1/2"Iron rod fbund with oap marked"R.I.Surveying".; 2. South W5$VW'West-a distaneq-of.4:97.44 feet to a 1.12' iron rod with cap marked "LANDESIGW,set.far:thea THENCE crossing�through said 3.6.51 acre tractthefollowtng four(4)courses: 1. North 34'5WaWl Voest a distortee of 449k91 feet to a 112" iron.rodwith cap marked nLANDESIG- sot: 2. North: 76'45.'23f"West a distance of 202.17 fleet to a 1/2" irDn rod with cap marked "LANDESIGN"sett 3. Along a curve to.the Ieft, having a radius.of 10800 feet, a delta angle of 60"57'41 length:.of 1-14.91 feet and.a chord vwhtch'bears South 70'18'49" West a_distance or 1.09:57 feet to a 112"iron ro&w.ith cap marked°LANDESIGN"set, Page 1 of 2 l;1985c;Sa.ROS$IFNOTE G1T"ACi2d= Iwo646173.81 4. .South 4:301.0`03" 1lrlest a distance of 205;58 feet to a 1/2"iron rod with cap marked "LANDESlGN" set In the:existing,east rightaof-way Pirie of .Barn Bass Roa d .(County Road 175)(R.G.W.Varies)and the west-line of sald.38.5.1'acre`tract; THENCE Noith 4BA18'04"Wesfalong the.existing:east rig lt of way Brie of said Sant Bass Road and the:west line of sald.38.51 -acre.traot.a distance of f55.48.feef to-a calculated poiht far the northwest catrier.of said 38:51 acre firact and in the west Bile:of-said'237:026 arae tract; 'rHEN-GE'Nolth:55°-2.5147":East wfth the north I!h&df said.5%51-acre traeF and the west line- oi<said 237.026 acre tract a Olstawb of 20:3.0 feet to a-J)r Iron rad found with;cap.marke2t "SOJ !S KANAW fpr.tho:northwest corner of a 0;031 acre:tract reborded th Document No. 2008.052999'of the.O.P.R.W.C.T„ THENCE South 46021124" East orosging through .said 38.51 acre tract..and with the west fine of sald .0:037 acre:tract a distance of 40.86 feet to a 1!2"iron rod found with cap marked-"SOUS KANAK'":for the southwest corner bf said 0.037acre:trade; THENCE North 58'24'56":East crossing through said 38.51. a&e tracf.artd the sbuth Ilse of said 0.037 Gore tract a distance.of 40.86 Meet to a 112"iron:rod found with cap marlted. "S.OLIS I<ANAi<T forthe southeast corner Of said ti.ti37 acres tract, THENCE North 46"7fi'61?West crossing through said 3,8.51 aore•tract anO the east line of said (1.037 acre.traot.a distance of 40.$3 feet fo a 172" iron rod found with cap marked "S IS KANAK"for the(northeast corner of$afd'Q:03?acre tract;.to the north line of said $'8.51 acre`tract and the west.11he of sold-27.028 aorz tract; THENCE North 56MV47"East with the rtorth lihe:cif said 35.51 acre tract and the wostline Of said 237.026 acre;tract a distance of 1906.46 feef to a 112" frog root found for the4 northeast corner of said 35.5^1'acre tract;: THENCE SoUti 20`21'33"1=astwith the east line oFuaid-38:51 acre tract and.the west line 6fsald 237,026:acre tract a distance of 82,4..17`feat to-1 Jle POINT OF BEC I IN4NG, This.parcel cr ntaina 28.260.acres of land out of the John D.Anderson Survsy No.11%in Williamson County, Texas. D.esoript!an prepared from an cin-rife-griarand survey made during October; 2014,All bearings:are:based Texas Central Zoete 4203 State plane Grid, derived from-VRS C6,prdinates :provided by the Texas Cooperative Retwork Reference Stations and wires seated 1torn point number 1 utilizing a scale factor of 140012615062 Joseph Beavers Date tw vti s TSR'.,,-f Registered.Professionai Land Surveyor State-of Texas No.49.38 - 5,,,DSEPI°�ER6 Job NuMber 355-14-01 Attachments:"Surrey Drawing L,138 ac.Sam BassIDV5IG5135501.Q1.:dw U f Page 2 of 2 LW e-4 51M Bos11FN0TES%7RACY 2.dn [W0646173.81 s y ,an4esi -.n SeTv%ces I a.z. y 1220 Mchlei{Roae[' U1 Suite 200 5y1 ]aSTT,Zrfa 3 ` - RoundRock,!Texaa78681 ' Firm Rif, fCuf4on No.10001800 522=236...7901 office ��' --20°� 512238-79Z12.faic EXHIBIT" METES AND 130UNDS•DE19.GR1PTI N--TRACT 3 13EING 1.266 AGRES OF LANIJ, SUF�VEYED. BY LA-NDESIGN SERVICES, INC.,OUT OF JOHN E%ANDERSON.Sl1RMEY;.ABSTRACT-NO. 16.,ANDAND BERG A PORTION OF A 315,5=1.ACRE TRACT CONVEYED-110 PALMER INVESTMENTS L.P.,.RECORDED. IN. l�OGUMENT NUMBER.2004032263 & TkE 0FPI.CIAL,. PUBLIC RECORDS OF tl�lLl,It4MBC N 130[410Y, TEXAS (. P Rru►/,O.T;)AND BEINb trl1ORE PARTICULARLY DESCRIBED BY METES AND 80UNDS AS FOLLOW$: OOMMPENCING ata 1/2 reharfo Ad with oap marked":RJ'8umpying"iii the east line-of said 38:51:acre trach, In the we5t:6f►e_of a oelfed 237.026 acre#raet recocdect in>:,rocutnen No.200-4040-264 of t17e 0&P R.W.-C.T.for the.northeast oorner ql.A.salied 39:36 ar re tract described as Arterfal i in Document-Na.2008013015$ofthe O P.RW C:T. THI-NGE Soutb 20°21'33":East with the east line of said 3,936-acre tract-and-the west line of said 23.7.026.acre tract a.distance of 1.20.60 feet to a tnaif found'for the P DINT OF 13E0INNING THENCE South 20'21'33' East with-east line of said 3.8.61 aera tract and the west line of said 237:023 acre tract.a dtstance of 224.99 feet to a fence post.'far the southeast earner est.said 3.$.6 L dote.tract, the-sorlthwest corner of Bald 237.026 acre traet.arrd in the north line-6f Lot 24A, Block A,. Vista.-Oaks section 5B, Phase 2 a subd4Vision of record in Document No.200:059131 of the.O.P:R UF/AT; THENCE alcog the south line of.said 38.51 acre tract and.the north (Ino of said Block A. Vista Oaks,Section SB, Phase 2•and the north litre of:660k A. Vista.Oaks, Saction 6G:-. subdivision.of record,in Document 146,.26606276.88 of the O P F2�U�I E,`4'..the fallowing two (2)courses: 1. °South 6W 42`52"West a distance of 3EJ0.90 feet toa 1/2"iron rad fbund. 2. South 68058'04"Wester distacce of 364.90 feet to a 112"iron rad found in the north line of Lot 37., Block A, Vista Oaks, Section 6C-and in the south line of said 3,936'acre tract; Pagel of 2 C aGO.ScmoalONOTEVIRACf3.&cc (W0646173.8) THINOE Wong a curve to the left, crossing through said.38.51 acre track and iriitft the south line*of said 3-130 acre Tract having a !radius of "E4a0.00 fleet, a delta an&-of. 31'57'25", a length of 8.08.84 feet .and a-chord whic}i bears Nortf 52'59''" East a distance:bE798.30-feet-to'fhie PQ.INT OF BEGINNING. This parcelcontains.1.265 acres of land,-out of the-Johh D. Anderson Survey.into: 16, in Williamson: County, Texas:. Description prepared' Irom an by the ground survey.made during October, 20.1.4,All bearings are leased Texas Cent'raI Zotie 4203 Sfata Plane Grid, dt iflued 'from VRS. C.00rdin6tes provided by the'Texas Cnooer*tive Network Reference Statibns:an,d.where acaled from point nUrnber 1 utilizing a scall:factor of 1;0001266002 Joseph Beavers Date Registered PrOessional Land Surveyor State of Texas No.4936k �,� isrr f4 A Job Number.356 4-0.'i t: .JOS-FI 8L•311�MRS Attachments:Slutvey-WaWRI9 L138 ac:Sam 8asstDWGS06.6o101.dWg P 1�� Qn3d t+4 Page 2 of 2 L•U6ac Sm 8a,i1FN0TES1TfiA0Tldo-t (W0646173.8) i SCALE: 1"=200' CHAPHIC SCALE tH FEET 6 100 200 300. 400 f r 8 i/] � '�•,„�.!,�.;y,,...,d`��•t>"'�; � Opp, GARDENS OF MAl'fiELD POINT bF MERSECTION 3 r '� r� o ` E 'y S'. Z ` , .I f t'•f 0/jy 1� � � i J r• .%. 4°.Pr 's,.r i,S•��'%".T l.� f t (, !r �•� t'S t ��1j Q.� � t .• ,a ir' �'; Sj� �,•,�, k��`-r�•� ( �� rr+ i ! fr' �� �40 R`tf y �`:' •1' `• 11 't p k `�y. 'e^ 4-'+'"•"�v,t l� T 1ff .i fJi t r � r_i r' 1? g�•.'',� St a � Fj.��6'�„ k�,., s �`w. �:r,;;., f�wY�T�jrdy�•�'r`il. 1 �'%iy+k`i ,`� Er)'/ r ' �_ y _.1'i [� 1 k f c i+r 5` jC ! ,� t� 4 ar • J l r./� W I� W r ah1,.r r9• ti.i ��»c n 1 K. /+ l_.�S :,Fr: "DISTRICT WW �.1 # I �1a E r:y". > V, i if`I � /�.".: w• M :,,' x,� r' r" j POINT OF INTERSECTION 1 s'tc'"r��a�s.;{MG�, � I ..1. '..� r,' .;r''oq.%•,J�`_..'f,• J.''•,• Y�ASG`'0� .`• ; 8•, �j t i unl i � ,,,.t Y �,•• �I F"! �v+� }�,...tl y �<,,.. •�,';i.••'} t I O;V}�.:•T,�ti �:��}• w...0,.•�.a'�o�y\i'.��r,�"',...�1�6M� r'j� 1\ t� t,r ��,,,.'•t—•,��1SiC �, 1�r,I�,�f, .��•• ,,+f�`,/�+`�. +�°h1EM'�"%' } '! 0 1 t /� .rT^'h� /'t•r!' <'� / 1 f1 •� w epi 3W„� (i A ' ,` ��,.-s•' i " .. �., " • EXHIBIT B mo m R `✓ HJT y, + 00 • � LEA., �O f;,gtl>J! A, C1r ENGIAEEFIxG '"' ' p r,ka..rt •r•±..r+ ev..�,i+T-.�m.I,i..•�.�n:ati;:W- '" xer: :rx.,TK'+.r.�x7.'n el •: �� '�"F pis x e • 2 J -- • it } , f Rw. Rol . - RES. rl• Pane• / r 28.3 Ac. a a _. / ✓�^? r 'z' � ` m1 , ad a r k t 4 q All v — �5 /• ,,yy lot% • rF1£.p1,-r., r- � xx 'n YT 'C1 tYyl �`5�$�'.ti.�U� �].re�•,.'wv`�r Sv/Oi 1�1 �� G ? s '^'�� P�. 1 h d� °�• }3,� '�«���•y,�tt_pbf"6 �, � `•� �M> �� ����� ,'^,rl ti'' .. �, .�c✓•;�k tray? �F `.� f: �. � ,moi.fnc �9,.•�n�i i" . 1 ti. � t.'� ti � -���• - o ��. r - 1stal.0, The Gardens.at.Mayfield Ranch PRELIMINARY CONCEPTUAL SITE PLAN C2V l Round Rock,Texas • �., ,;; �+ 09 I IT"D" RESTRICTIVE COVENANT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § WHEREAS, PAT NIER IlWESTAM4TS, LP, a Texas limited partnership (the "Owner ')is the owner of that real property situated in Williamson County,Texas,which is more particularly described on Exhibit"X' attached hereto and incorporated herein by reference (the"Proper ");and WHEREAS,as a condition to the provision of wastewater service to the Property,Vista Oaks Municipal Utility District(the"DjaHct"),the City of Round Rock,Texas,and the Owner have agreed that the Property should be impressed with certain covenants and restrictions running with the land and desire to set forth such agreement in writing; NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Owner agrees as follows, which agreement will be deemed a covenant running with the land comprising the Properly and be binding on the Owner,its successors and assigns: 1. Except as otherwise expressly provided by this Paragraph i, the use of the Property is restricted to uses which discharge wastewater that does-not constitute"nondomestic sewage", as defined by Section 44-81 of the Code of the City of Round Rock,as amended from time to time (the"Pretreatment Prodgram"), and the discharge of nondomestic sewage is not permitted from any use within the Property. If the wastewater discharged by any use constitutes nondomestic sewage,the Owner is required to pretreat the wastewater prior to its release from the portion of the Property at which the use is located,in accordance with requirements of the Pretreatment Program. Any fees or charges incurred or imposed in connection with the discharge of nondomestic sewage from any portion of the Property will be the sole responsibility of the discharging party. 2. No changes may be made to the use of the Property that would change the wastewater characteristics from domestic sewage, except when in compliance with Paragraph 1 above. Nor may any changes he made to the use of the Property that would increase the quantity of wastewater generated into the District's wastewater collection system by the Property to more than 135 living unit equivalents of pass-through wastewater utility service,not to exceed,under any circumstances,an aggregate peak wet weather wastewater flow of 126 gpm, without approval of the District,its successors or assigns. 3. Owner covenants and agrees that the wastewater collection facilities constructed within the Property will not be connected to, or receive wastewater from, any wastewater facilities located outside the boundaries of the Property. Owner,its successors and assigns,will not permit any wastewater generated outside the boundaries of the Property to be passed through to or received by the District's wastewater collection system. 4. No portion of the Property may contain a sexually oriented business as defined in Section 6-55,Round Rock City Code,as amended from time to time. 5. No bar,nightclub,or other establishment generating 51%or more of its revenues from the sale of alcoholic beverages, including any parking area designated to serve any such 1WOW173.81 business,maybe located within 600 feet of the District's boundaries. 6. No portion of the Properly may contain a commercial boarding kennel(indoor or outdoor),animal daycare or grooming facility,or veterinary clinic. 7. Periodic inspections will be performed by the District to monitor ongoing maintenance and compliance with this covenant and agreement. 8. If any person or entity purposely violates or attempts to violate the foregoing agreement and covenant,the District, or its successors or assigns,may impose a fine or fines, terminate pass-through wastewater service, and/or prosecute proceedings at law or in equity against the person or entity violating or attempting to violate this covenant and may prevent that person or entity from violating or attempting to violate this covenant. Each day of violation will constitute a separate offense. Any expenses associated with the enforcement of this agreement and covenant will be borne by and billed to the offending party. g. If any part or provision of this agreement, and the covenant herein contained,is declared invalid, by judgment or court order, that invalidity will not affect any of the other provisions of this agreement, and the remaining portion of this agreement will remain in full force and effect. lo. Any failure of the District, its successors and assigns,to enforce this agreement and the covenant contained herein,whether the violations are known or not,will not constitute a waiver or estoppel of the District's right to do so. 11. This agreement may be modified,amended,or terminated only by joint action of both (a)a majority of the members of the Board of Directors of the District, or such other governing body as may succeed the Board of Directors of the District, and(b)the owners of the Property at the time of the modification,amendment,or termination. [signature page follows] (W0646173.81 EXECUTED this day of rnqZ4. 2015. PAT MIE , LP, a Texas limited partnership By: PALMER GROUP, LLC, a Texas limited liability company,its General Partner By: 52 Name: 4-44 Title: M c�,kx.\•�,Px— THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This ' enf as 1 ged befo n 2015, by of Palmer Group, LLC,a Texas limi ed liability company,the General Parbaer of Palmer In eats,LP, a Texas limited partnership,on behalf of said limited liability company and lirmted nartnership. 'P�f•. Sharon A.Lastrapes .z: e=. NotaryPuWR,Slate alTeaas 'otaiyPll icSl afire !Se l ='; My fpmm�skn FxpUes ll _•„7•a,:��' May 25,2016 (W0646173.81 Fencing Legend mr� w,b�rwmrK�.opmsp�a If 1�f^'"' ;iii 9 r � FAIM t*—y(—Cv- en _,..._ :• i Land Summary Atn J Rtsr-d max, jF W,illimson �,' a t� z ,,�k tai County *' stili Regional e ' ' JI Park ¢° r Im �A?o0 1010/ ' I x �► RES _.. E2.ft f DC U Parcel I sync j; W O , 28,3 Ac. , r .i! � .i Parcel '� N iam�cc�w�urr:wwro ZC MmnRYcaery,rivr.�' { enemanmrzroarxcmmiq 1 1 co.�wd�awamnR• O 3