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CM-11-12-243Item Caption: C1 -t1 -I2-213 RECEIVED NOV 3 01011 City Manager Approval Form Consider executing Agreement for Surveying Services with Baker Aicklen & Associates, Inc. for the Round Rock Sports Complex. Approval Date: December 02, 2011 Department Name: General Services Project Manager: Larry Madsen Assigned Attorney: Steve Sheets Item Summary: Professional surveying services agreement includes a Boundary Survey, Topographic and Tree Survey for 2400 Chisholm Trail, Round Rock, Texas. No. of Originals Submitted: 2 Project Name: Round Rock Sports Complex Cost: $16,950.00 Source of Funds: General Self -Financed Construction Source of Funds (if applicable): Select Source Fund Account Number: Finance Director Approval: 5. Carter for Cheryl Delaney Date: 11/29/2011 Department Director Approval: Michael Thane Date: 11/29/2011 **Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. ** CIP 0 m Budget N/A OK N/A OK ©D Ei Purchasing El El Accounting CD N/A OK N/A OK ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL REV. 6/20/11 CITY OF ROUND ROCK AGREEMENT FOR SURVEYING SERVICES WITH BAKER AICKLEN & ASSOCIATES, INC. CITY OF ROUND ROCK STATE OF TEXAS COUNTY OF WILLIAMSON COUNTY OF TRAVIS § § § § § § KNOW ALL BY THESE PRESENTS: THIS AGREEMENT for certain surveying services (hereinafter referred to as the "Agreement") is made and entered into on this the rj' 'qday of De.CeWtbt e. , 2011 by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as the "City"), and BAKER AICKLEN & ASSOCIATES, INC., whose offices are located at 405 Brushy Creek Road, Cedar Park, Texas, 78613 (hereinafter referred to as the "Surveyor"), and such Agreement is for the purpose of contracting for certain professional surveying services. RECITALS: WHEREAS, V.T.C.A., Government Code, Subchapter A, Section 2254.002(2)(A)(vii) entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional surveyors; and and WHEREAS, City and Surveyor desire to contract for certain professional surveying services; WHEREAS, City and Surveyor wish to document their agreement concerning the requirements and respective obligations of the parties; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: CONTRACT DOCUMENTS The Contract Documents consist of this Agreement and any exhibits attached hereto (which exhibits are hereby incorporated by reference and made a part hereof for all purposes) and all Supplemental Agreements which may be subsequently issued. These form the entire Agreement, and all are as fully a part of this Agreement as if attached to this Agreement or repeated herein. 238311/jkg CNt--61--(Z 2 -Lf 3 ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services and Clarifications." Items." ARTICLE 2 SURVEYING SERVICES; WORK SCHEDULE Surveyor shall perform Surveying Services as identified in Exhibit B entitled "Survey Scope Surveyor shall perform the Surveying Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Surveying Services under this Agreement may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Surveyor of all Surveying Services. Should the review times or Surveying Services take longer than shown on the Work Schedule, through no fault of Surveyor, Surveyor may submit a timely written request for additional time, which shall be subject to approval by appropriate action of the City Council or City Manager. ARTICLE 3 AGREEMENT TERM (1) Term. The Surveyor is expected to complete the Surveying Services described herein in accordance with the above described Work Schedule, and in no event longer than thirty (30) days from date of Notice to Proceed. If Surveyor does not perform the Surveying Services in accordance with the Work Schedule, then City shall have the right to terminate this Agreement as set forth below in Article 20. So long as the City elects not to terminate this Agreement, it shall continue from day to day until such time as the Surveying Services are completed. Any Surveying Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Surveyor shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Surveying Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Surveyor acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Surveying Services required herein so that construction of projects will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Surveyor shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Surveying Services required under this Agreement in a professional manner. (3) Notices to Proceed. After execution of this Agreement, Surveyor shall not proceed with Surveying Services until authorized in writing by City to proceed as provided in Article 7. 2 ARTICLE 4 COMPENSATION City shall pay, and Surveyor agrees to accept, the amount shown below as full compensation for the Surveying Services performed and to be performed under this Agreement. The amount payable under this Agreement, without modification of the Agreement as provided herein, is the sum of Sixteen Thousand Nine Hundred Fifty and No/100 Dollars ($16,950.00), inclusive of reimbursable expenses, as shown in Exhibit D entitled "Fee Schedule." The lump sum amount payable shall be revised equitably only by written Supplemental Agreement in the event of a change in Surveying Services as authorized by City. Surveyor shall prepare and submit to City regular progress reports in sufficient detail to support the progress of the Surveying Services and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B. Satisfactory progress of Surveying Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Surveying Services requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Surveyor shall be made while Surveying Services are in progress. Surveyor shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Surveying Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Surveyor shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Surveying Services identified in Exhibit D. Progress payments shall be made by City based upon Surveying Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Surveying Services performed. Surveyor has the responsibility to submit proof to City, adequate and sufficient in its determination, that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve Surveyor of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Goverment Code, any payment to be made by City to Surveyor will be made within thirty (30) days of the date City receives goods under this 3 Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Surveyor 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 City in the event: (1) There is a bona fide dispute between City and Surveyor, a contractor, subcontractor, or supplier about goods delivered or services performed that cause the payment to be late; or (2) There is a bona fide dispute between Surveyor 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 (3) The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or (4) The invoice is not mailed to City in strict accordance with any instructions on the purchase order relating to the payment. City shall document to Surveyor the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non -disputed invoices shall be considered correct and payable per the terms of Chapter 2251, V.T.C.A., Texas Goverrunent Code. ARTICLE 7 NOTICES TO PROCEED The Surveying Services tasks delineated in Exhibit B shall be authorized by one written Notice to Proceed. The Surveyor shall not proceed with any task listed on Exhibit B until the City has issued its written Notice to Proceed. The City shall not be responsible for work performed or costs incurred by Surveyor related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Agreement is as follows: Larry Madsen Construction Manager 2015 Lamar Street Round Rock, Texas 78664 Telephone Number: (512) 218-5552 Email Address: larryin@round-rock.tx.us City's Designated Representative shall be authorized to act on City's behalf with respect to this Agreement. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Surveyor in order to avoid unreasonable delay in the orderly and sequential progress of Surveying Services. 4 Surveyor's Designated Representative for purposes of this Agreement is as follows: Joe D. Webber, Jr., R.P.L.S Baker Aicklen & Associates, Inc. 405 Brushy Creek Road Cedar Park, Texas 78613 Telephone Number: (512) 260-3700 Email Address: jwebber@baker-aicklen.com ARTICLE 9 PROGRESS EVALUATION Surveyor shall, from time to time during the progress of the Surveying Services, confer with City at City's election. Surveyor shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Surveying Services. At the request of City or Surveyor, conferences shall be provided at Surveyor's office, the offices of City, or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Surveying Services. Should City determine that the progress in Surveying Services does not satisfy the Work Schedule, then and in that event City shall review the Work Schedule with Surveyor to determine corrective action required. Surveyor shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Surveying Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attairunent of project Surveying Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. ARTICLE 10 SUSPENSION Should City desire to suspend the Surveying Services, but not to terminate this Agreement, then such suspension may be effected by City giving Surveyor thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty -day notice may be waived in writing by agreement and signature of both parties. The Surveying Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Surveying Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Agreement is suspended for more than thirty (30) days, Surveyor shall have the option of terminating this Agreement. 5 If City suspends the Surveying Services, the Agreement period as determined in Exhibit C entitled "Work Schedule" and in Article 3, shall be extended for a time period equal to the suspension period. City assumes no liability for Surveying Services performed or costs incurred prior to the date authorized by City for Surveyor to begin Surveying Services, and/or during periods when Surveying Services is suspended, and/or subsequent to the Agreement completion date. ARTICLE 11 ADDITIONAL SURVEYING SERVICES If Surveyor forms a reasonable opinion that any work he/she/it has been directed to perforin is beyond the scope of this Agreeinent and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Surveyor and a written Supplemental Agreement will be executed between the parties as provided in Article 13. Surveyor shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Agreement. City shall not be responsible for actions by Surveyor nor for any costs incurred by Surveyor relating to additional work not directly associated with the performance of the Surveying Services authorized in this Agreement or any amendments thereto. ARTICLE 12 CHANGES IN SURVEYING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Surveying Services or parts thereof which involve changes to the original Surveying Services or character of Surveying Services under this Agreement, then Surveyor shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Surveying Services and paid for as specified under Article 11. Surveyor shall make revisions to Surveying Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Surveying Services. ARTICLE 13 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement if City determines that there has been a significant change in (1) the scope, complexity or character of the Surveying Services, or (2) the duration of the Surveying Services. Any such Supplemental Agreement must be duly authorized by the City. Surveyor shall not proceed until the Supplemental Agreement has been executed. Additional compensation, if appropriate, shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Surveyor shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Agreement and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Surveying Services performed. 6 ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Agreement are the exclusive property of City and shall be furnished to City upon request. All documents prepared by Surveyor and all documents furnished to Surveyor by City shall be delivered to City upon completion or termination of this Agreement. Surveyor, at its own expense, may retain copies of such documents or any other data which it has furnished City under this Agreement. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Surveyor shall furnish and maintain, at its own expense, quarters for the performance of all Surveying Services, and adequate and sufficient personnel and equipment to perform the Surveying Services as required. All employees of Surveyor shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Surveyor who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Surveying Services shall immediately be removed from association with the project when so instructed by City. Surveyor certifies that it presently has adequate qualified personnel in its employment for performance of the Surveying Services required under this Agreement, or will obtain such personnel from sources other than City. Surveyor may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Surveyor shall not assign, subcontract or transfer any portion of the Surveying Services under this Agreement without prior written approval from City. All subcontracts shall include the provisions required in this Agreement and shall be approved as to form, in writing, by City prior to Surveying Services being performed under the subcontract. No subcontract shall relieve Surveyor of any responsibilities under this Agreement. ARTICLE 17 EVALUATION OF SURVEYING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Surveying Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Surveyor or a subcontractor, then Surveyor shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Surveyor's preliminary reports shall be addressed in any final report. 7 ARTICLE 19 VIOLATION OF AGREEMENT TERMS/BREACH OF AGREEMENT Violation of Agreement terms or breach of Agreement by Surveyor shall be grounds for termination of this Agreement, and any increased costs arising from Surveyor's default, breach of Agreement, or violation of Agreement terms shall be paid by Surveyor. ARTICLE 20 TERMINATION This Agreement may be terminated as set forth below. (1) By mutual agreement and consent, in writing, of both parties. (2) By City, by notice in writing to Surveyor, as a consequence of failure by Surveyor to perform the Surveying Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Surveyor, upon not less than thirty (30) days' written notice to Surveyor. (5) By satisfactory completion of all Surveying Services and obligations described herein. Should City terminate this Agreement as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Surveyor. In determining the value of the Surveying Services performed by Surveyor prior to termination, City shall be the sole judge. Compensation for Surveying Services at termination will be based on a percentage of the Surveying Services completed at that time. Should City terminate this Agreement under Subsection (4) immediately above, then and in that event the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Surveyor defaults in the performance of this Agreement or if City terminates this Agreement for fault on the part of Surveyor, then City shall give consideration to the actual costs incurred by Surveyor in performing the Surveying Services to the date of default, the amount of Surveying Services required which was satisfactorily completed to date of default, the value of the Surveying Services which are usable to City, the cost to City of employing another firm to complete the Surveying Services required and the time required to do so, and other factors which affect the value to City of the Surveying Services performed at the time of default. The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Surveyor under this Agreement, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Agreement is due to the failure of Surveyor to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Surveying Services to completion. In such case, Surveyor shall be liable to City for any additional and reasonable costs incurred by City. 8 Surveyor shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Surveyor in support of the Surveying Services under this Agreement. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Surveyor shall comply with all applicable federal, state and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Agreement, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Surveyor shall furnish City with satisfactory proof of his/her/its compliance. Surveyor shall further obtain all permits and licenses required in the performance of the Surveying Services contracted for herein. (2) Taxes. Surveyor will pay all taxes, if any, required by law arising by virtue of the Surveying Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Surveyor 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 Surveyor or of any person employed by Surveyor or under Surveyor's direction or control. Surveyor 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 Surveyor, its agents, or employees. ARTICLE 23 SURVEYOR'S RESPONSIBILITIES Surveyor shall be responsible for the accuracy of his/her/its Surveying Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Surveyor's responsibilities for all questions arising from design errors and/or omissions. Surveyor shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the projects has been completed. 9 ARTICLE 24 SURVEYOR'S SEAL The responsible Surveyor shall sign, seal and date all appropriate surveying submissions to City in accordance with the Texas Surveying Practice Act and the rules of the State Board of Registration for Professional Surveyors. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Surveyor warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Surveyor, to solicit or secure this Agreement, and that he/she/it has not paid or agreed to pay any company or Surveyor any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City reserves and shall have the right to annul this Agreement without liability or, in its discretion and at its sole election, to deduct from the Agreement price or compensation, or to otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (2) Financial Interest Prohibited. Surveyor covenants and represents that Surveyor, his/her/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 for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Surveyor, at Surveyor's sole cost, shall purchase and maintain during the entire term while this Agreement is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and otherwise acceptable to City. Surveyor shall also notify City, within twenty-four (24) hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Surveyor, Surveyor shall require each subconsultant performing work under this Agreement to maintain during the term of this Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Surveyor shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Surveyor must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: 10 (a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or reduction in limits by endorsement a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Surveyor shall be borne solely by Surveyor, with certificates of insurance evidencing such minimum coverage in force to be filed with City. ARTICLE 27 COPYRIGHTS City shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Surveyor for governmental purposes. ARTICLE 28 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Surveyor may not assign, sublet or transfer any interest in this Agreement, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Agreement constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral Agreements between the parties respecting the subject matter defined herein. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 11 ARTICLE 31 SURVEYOR'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Surveyor, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Agreement. ARTICLE 32 NOTICES All notices to either party by the other required under this Agreement shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock, TX 78664 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Surveyor: Joe D. Webber, Jr. R.P.L.S Baker Aicklen & Associates, Inc. 405 Brushy Creek Road Cedar Park, Texas 78613 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Surveyor understands and agrees that time is of the essence and that any failure of Surveyor to complete the Surveying Services for each phase of this Agreement within the agreed Work Schedule may constitute a material breach of this Agreement. Surveyor shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Agreement and the Surveyor's standard of performance as defined herein. Where damage is caused to City due to Surveyor's negligent failure to perform, City may accordingly withhold, to the extent of such damage, Surveyor's payments hereunder without waiver of any of City's additional legal rights or remedies. 12 (2) Force Majeure. Neither City nor Surveyor shall be deemed in violation of this Agreement if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. (3) Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, 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 the State of Texas. (4) Standard of Performance. The standard of care for all professional surveying, consulting and related services performed or furnished by Surveyor and its employees under this Agreement will be the care and skill ordinarily used by members of Surveyor's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Surveyor makes no warranties, express or implied, under this Agreement or otherwise, in connection with the Surveying Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Surveyor are made on the basis of information available to Surveyor and on the basis of Surveyor's experience and qualifications, and represent its judgment as an experienced and qualified professional Surveyor. However, since Surveyor has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Surveyor does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Surveyor prepares. (6) Opinions and Determinations. Where the terms of this Agreement provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Surveyor hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Agreement and that he/she has full and complete authority to enter into this Agreement on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Agreement. IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its duly authorized City Manager or Mayor and Surveyor, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and fiull performance of the terms and provisions hereof. 13 CITY OF ROUND ROCK, TEXAS By: Printed Name: St'fvVe kIDYWOOG� Title: aM.OJl Q �,1' Date Signed: Zros FOR CITY, ATTEST: By: Sara L. White, City Secretary FOR CITY, APPROVED AS TO FORM: By: Stephan . Sheets, City Attorney LIST OF EXHIBITS ATTACHED Exhibit A Exhibit B Exhibit C Exhibit D City Services & Clarifications Survey Scope Items Work Schedule Fee Schedule 14 BAKER AICKLEN & ASSOCIATES, INC By: Printed Name: R. David Strutton, RPLS Title: Vice President / CEO Date Signed: November 22, 2011 EXHIBIT A CITY SERVICES AND CLARIFICATIONS CITY SERVICES 1. City will provide surveyor with a current title commitment for 2400 Chisholm Trail, Round Rock, Texas. 2. City will provide access to property to allow work to be completed in a timely manner. CLARIFICATIONS 1. Surveyors will be restricted to Lot 1, replat of Calcasieu Lumber addition property only, or roadway limits. No right of entry is proposed for adjacent properties. 2. Agreetnent does not include: (a) Offsite utility design surveys or offsite easement preparation (b) Right -of -Entry (ROE) letters to adjacent owners to access EXHIBIT B ROUND ROCK SPORTS COMPLEX SURVEY SCOPE ITEMS o Survey shall be provided in the surface State Plane Coordinate system. Surveyor to provide scale factor to convert into grid State Plane Coordinate system. o Indicate the property boundary, legal description, and all known existing easements with recording • information. o Street cross sections every 50' including: centerline, 'A point, edge of pavement, gutter flowline, top curb, grade breaks, and sidewalk (project side only). o At street cross section locations, get additional shots 10' off back of curb for design of new sidewalks. o Locate the center line, type and width of all driveways, indicate type, give the elevation at the gutter and approximate ROW line, report culver (if any) type, size and invert elevations. o Locate all existing curb and gutter noting, top of curb at back, gutter, lip of gutter o Locate wastewater maholes, cleanouts and give the elevation of the flowline and top; for all pipes entering and existing manholes indicate size, flowline elevation, direction and material. o Locate water valves, manholes, fire hydrants; give elevation of valve nut and the top of the water valve. o Locate gas valves, electric/traffic pullboxes, electric/telephone manholes, AC compressors pads with pad elevation, utility poles/guys, mail boxes, overhead utility lines and other appurtenances. o Locate storm drain manholes and inlets, and give the elevation of flowline and top; for all pipes entering or exiting MH or inlets indicate size, flowline elevation, direction and material. o Locate and detall all pond structures, inlets and outlets, cleanouts, orifice and weir structures with flow line elevations, size, and type of material. o Locate perimeter of all buildings and structures; provide furnished floor elevation and elevation at all entry/access points. o Locate lines marked by "One Call" operations not otherwise located. o Locate all signs and fences (height and type). o Locate all existing sidewalks (indicate width) and ADA ramps (type) at front office building o Locate and indicate type of retaining walls and headwalls and give elevation on top of wall and ground. o Locate all trees 6 -inches in diameter and larger (size and type). All trees must indicate the dripline with the appropriate circle and be described by tree number, size and specie. o Locate and identify type of all property pins, right-of-way markers, monuments and benchmarks found within project area. o Ground shots depicting grade breaks, top of slope and toe of slope. o Natural ground survey detailed enough to generate a one -foot contour topographic map. o All existing building floor elevations including multiple elevations for stepped foundation. Deliverables • Deliverables to be in AutoCAD version 2008 or 2009. • Layers are to be separated for each entity and labeled in an obvious description of the information. • Each layer is to be listed with color and linetype set to bylayer. • Linetype scale settings are to be 1.0 and all thicknesses to be 0. • Contour to have elevation (Z) values. EXHIBIT C WORK SCHEDULE 1. The Agreement calls for survey to be completed within thirty (30) days from date of notice to proceed. 2. City will provide access to the property to accommodate survey work being accomplished in a timely manner. City of Round Rock Larry Madsen EXHIBIT D FEE SCHEDULE Proposal # 11-3008R Page 2 The final deliverable will be an AutoCAD Version suitable for the City of Round Rock along with five (5) hard copies of the final drawing. We will need 48 -hours notice to schedule our field personnel to begin the work. The final product will be delivered within 25 -working days of the date we commence work. We propose to provide the above described services Scope of Services on a Lump Sum basis plus reimbursable expenses as listed below: Project Cost Summary: Project Manager (QA/QC) Project Surveyor (Boundary Survey) Project Surveyor (Field Data Processing) Project Surveyor (R.O.E. & Drafting) 2 -man field crew (Project Control) 2 -man field crew (Topography) 3 -man field crew (Boundary) Reimbursables: Supplies 8 hrs @ $140.00/hr 16 hrs @ $125.00/hr 8 hrs @ $125.00/hr 24 hrs ® $125.00/hr 4 hrs @ $135.00/hr 48 hrs @ $135.00/hr 16 hrs @ $175.00/hr Total: $1,120.00 $2,000.00 $1,000.00 $3,000.00 $ 540.00 $6,480.00 $2,800.00 $ 10.00 $16,959,00 The fee amount proposed above is based on personnel time required to perform the described Scope of Services. We agree to perform the services as detailed. Additional time requirements resulting from project scope changes or revisions beyond our control which cause work to be redone will be considered reasonable cause for us to seek additional compensation for services not included in this amount. Such services may be compensated for on an hourly -charge basis in accordance with the attached hourly rate schedule or at a mutually agreed -to lump sum amount as provided for in the Professional Services Agreement. If this proposal is acceptable, please sign and return to us as notice to proceed. Sincerely, I . e D. Webber, Jr., RPL Survey Dept. Manager OAPROP Survey20111r I-3008Rpro.doc