CM-2016-1099 - 4/29/2016CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES FOR
DESIGN SERVICES RELATED TO THE
SOUTHWEST DOWNTOWN GATEWAY ROUND -A -BOUT PROJECT
WITH
STUDIO 1 16:19 LLC -
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 City of Round Rock's Southwest Downtown Gateway Round -A -Bout 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 STUDIO 116:19, located at 1717 N IH 35, Suite 308, Round Rock, Texas
78664 (the "Consultant").
RECITALS:
WHEREAS, the Southwest Downtown Gateway Round -A -Bout Project, located at
Round Rock Avenue and Blair Street (the "Project"), requires design services for signage,
landscape and irrigation for the Project area; 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
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the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, with an estimated completion date of October 31, 2016.
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, such proposal for
services being attached to this Agreement as Exhibit `B" titled "Professional Services," which
shall be referred to as the Scope of Services and incorporated herein by reference for all
purposes.
3.0 SCOPE OF SERVICES
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit `B" in the area described in "Attachment A — Limit of Work."
Consultant shall perform the Scope of Services in accordance with the Tentative Work
Schedule set forth in Exhibit "C."
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'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
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.
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 Twenty -Four Thousand Six Hundred
Fifty and No/Dollars ($24,650.00), 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."
Reimbursable Expenses: There shall be no payments for reimbursable expenses
included in this Agreement.
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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.
7.01 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
http://www.roundrocktexas.gov/wi)-content/uploads/2014/12/corr insurance 07.20112.pdf.
Consultant's Certificate of Insurance is attached hereto and incorporated herein as Exhibit "E."
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
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 timetable structure and deliverable due dates shall be in reasonable conformity to
Consultant's schedule tendered to City and attached as Exhibit "C."
11.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
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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 parry 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.
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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 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
15.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other parry to seek a restraining order or other appropriate relief.
Subject to 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.
16.0 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.
17.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
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.
18.0 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.
19.0 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.
20.0 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.
21.0 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.
22.0 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.
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23.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Todd Keltgen, Operations Manager
Transportation Department
2008 Enterprise Drive
Round Rock, TX 78664
The Consultant hereby designates the following representative authorized to act on its
behalf with regards to this Agreement:
Jonathan Wagner, PLA
Studio 116:19) L,LC..
1717 N IH 35, Suite 308
Round Rock, TX 78664
24.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Studio 1 16:19 ) LL G
1717NIH35
Suite 308
Round Rock, TX 78664
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
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Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
25.0 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.
26.0 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.
27.0 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.
28.0 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.
29.0 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
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practices.
30.0 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.
31.0 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.
32.0 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.
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.
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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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By: l . Jrt - ILQ-::) �
Printed Name: { -q-A
Title: Ami . " i•� •�rl F
Date Signed:
For City, Attest:
By: 9w, & 0
Sara L. White, City Clerk
For City, p roved as to F rm:
By: /l3
Stephan t. Sheets, City Attorney
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Studio 116:19. U.C.
By: Z I A
Printed Na e: '11-faA
Title: C-s1t�
Date Sinned d /2
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studiol16nq, Ilc
SWDT Gateway_Round-A-Bout Improvements
EXHIBIT A - CITY SERVICES
City of Round Rock (CORR) the CITY shall supply STUDIO 116:19, LLC (1619) the CONSULTANT the following:
I. The CITY will provide full information necessary for the CONSULTANT to adequately perform the
duties of this agreement
II. CITY shall cause its employees and any third parties who are otherwise assisting, advising or
representing the CITY to cooperate on a timely basis with the CONSULTANT in the provision of its
services.
III. The CONSULTANT shall rely upon written information provided by the CITY and its employees and
agents as accurate and complete.
IV. The CONSULTANT shall rely upon any written directions provided by the CITY and its employees and
agents concerning provision of services.
V. Legal description and to -scale boundary survey of the property.
VI. Previous and related work completed prior to this agreement, on the said property and project.
VII. Topographic survey including V or 2' contours, tree survey, drainage and flood plain locations, overlay
zones or districts, environmental and geotechnical data, utilities, easements, and other physical
improvements and impacts of the property.
VIII. Existing or pending municipal permits or approvals, and other pertinent information as required during
the process.
IX. If available, financial/economic information related to the development economics of the Project.
X. Any other information necessary forthe CONSULTANTto perform adequatelythe duties of this Project.
XI. The CITY will sponsor and facilitate the Public meetings required to establish the final design for the
Project.
1619_Exhibits_A-E_v1 — project#16.243 Page 1 of 10 - 4/9/2016
SWDT Gateway_Round-A-Bout Improvements
EXHIBIT B — PROFESSIONAL SERVICES
Overview & Understanding
STUDIO 116:19, LLC (CONSULTANT) understands the intent of the scope of work is to provide professional landscape
architecture and related site development services to assist in the design, preparation and implementation of the
development plans for the Southwest Downtown Gateway Round -A -Bout (PROJECT) in accordance to the proposed
program scope items as directed the City of Round Rock (CITY).
The Programming Elements below address the potential design considerations for the PROJECT that is located at
Round Rock Avenue & Blair Street (refer to Attachment A - Limit of Work):
I. Proposed Program Elements -
a. Gateway Entry Sign Monumentation
b. Potential incorporation of Former Wellhead Gazebo
c. Landscape Planting Design to create a unified "gateway entrance" to downtown including:
i. Pervious Landscape Areas in "spaces and places" within Scope Limits
ii. The Water Tower Parklet
iii. Along the former RR Avenue "sight -line" to Main Street
d. Irrigation Design Drawings to accompany Proposed Landscape Plantings
e. Associated improvements or elements generated from Schematic Design Process
Project Budget -
a. The Project Budget is $
for construction & professional services.
The detailed scope below provides a break down to address the particulars of the proposed scope:
Task 1— Project Management
The CONSULTANT will manage all the project team activities associated with the project. The CONSULTANT shall
secure resources necessaryto produce the project deliverables and meet the project schedule. All communications
associated with the PROJECT will be directly channeled through the CONSULTANT Project Managerfor distribution to
the project team as appropriate. The CONSULTANT's Project Manager will be responsible throughout the project for
project management and all communications, with the CITY's Project Manager. The CONSULTANT also employs a
reputable QA/QC process and requires that a portion of every project budget be dedicated to this explicit service to
ensure that the CITY receives quality work and a quality product that meets and exceeds their expectation.
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Task 2 — Schematic Design/ Presentation Graphics
1. Data Collection
The CONSULTANT will obtain necessary base files, existing land use data, and previous plans and
studies of the Project area.
2. Physical and Visual Character Analysis
The CONSULTANT will review the physical context of the site with particular emphasis on existing
physical elements, both natural and man-made. This information will be summarized and identified
in graphical format on a scale base map of the project.
3. Preliminary Design Phase:
a. Schematic Design (Concepts, Ideas, & Imagery) - 30% Design Phase
i. The CONSULTANT will develop concepts, schematics, and visual imagery for the proposed
improvements. Various sign concepts (three (3) max) shall be vetted to determine best
alternate for the project. The team will utilize the input from Staff, prior designs, and future
planning efforts to ensure the design meets the community's expectations.
The CONSULTANT tasks associated with preferred design concept are as follows:
■ Develop preferred design concept plans and sections graphics of project elements.
■ Develop color -rendered or select imagery to illustrate the preferred concept design intent.
■ Develop 3D models and rendering(s) of preferred Concepts
■ Prepare preliminary opinion of probable construction cost for the project.
4. Preferred Preliminary Design Presentation Meeting
a. Meet with City Staff/Council/Stakeholders to present the plan for the Project. This meeting will
provide opportunity for comment and input by the City Staff. The CONSULTANT will establish and
confirm changes recommended at the meeting and will establish tentative CITY approval of the
Preferred Design.
Task 3 — Final Design: Plans, Specifications, & Estimates (PS&E)
The CONSULTANT will will develop the preferred design. The team will utilize feedback from Staff, Council, &
adjacent property owners to refine the design and meets engineering standards and requirements. The
CONSULTANT shall prepare plans, specifications and estimates to implement the preferred design concept
described in the Section II of the scope above. All deliverables to be prepared under this scope of services are
intended for implementation and construction by a qualified contractor.
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1. The CONSULTANT sheets associated with the Final Design PS&E package may include, but shall not be limited
to:
a. Overall Limits of Construction Plan
b. Existing Conditions/Demolition Plan
c. Signage Documentation Plans, Sections, Elevations, & Details
d. Hardscape Layout, Grading, Plans, Sections, & Details
e. Landscape Planting Plan - Planting Details, & Project Specific Notes
f. Irrigation Design — Plans, Details, & Project Performance Notes
The following tasks associated with the development of the Final Design PS&E package and incorporation
into the Final Bid Set Package will be performed:
a. Meet with the CITY for a kick-off meeting and coordination/status meetings.
b. Update final cost opinion to include all scope items @ 90% & 100% Submittals.
c. Final Design PS&E
• Prepare and submit 60% submittal for owner review, comments, and coordination.
• Prepare and submit 90% submittal for owner review, comments, and coordination. The 90%
Submittal shall include the following:
1. A written response to the CITY 60% review comments. All comments from previous
submittals shall be incorporated into the drawings and construction specifications, or an
explanation shall be given, in writing, for why they are omitted.
Prepare and submit 100% design plans for CORR Staff review and comment.
Upon return of comments, Consultant shall address design concerns in final bid set submittal package.
e. Final Bid Submittal Package
■ Submit 100% signed and sealed design original documents (Bid -ready Drawings and Specifications),
and Opinion of Probable Construction Cost estimate.
■ Furnish the CITY with three (3) paper copies and one (1) Adobe Acrobat PDF Copy of the Final
Design PS&E 100% Bid Submittal Package.
Task 5 — Construction Phase Services
The CONSULTANT shall provide assistance to the CITY/Owner and provide clarifications for the Contractor during the
construction process. The potential scope of work by the CONSULTANT covered in this phase is described below.
The CONSULTANTshall not be responsible for construction means, methods, techniques, sequences or procedures in
connection with the work, and The CONSULTANT shall not be responsible for the contractor's errors, omissions or
failure to carry out the work in accordance with the contract documents.
The primary goal of this phase is to secure compliance by the contractor to the plans, specifications and design intent.
The following tasks are associated with the Construction Services Phase:
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a. The CONSULTANT will prepare for and attend regular management team meetings/site visits with CITY
and/or Contractor for the purpose of reporting on or gathering input to become familiar with the
progress and quality of the work completed and to determine, in general, if the work is being performed
in a manner indicating that the work, when complete, will be in accordance with the Contract
Documents.
• Meetings are defined as a physical meeting at a physical location, telephone conference calls, web
conference meetings, or any other medium where more than two persons review and discuss the
project together.
• A maximum of eight (8) Construction Services visits are included in Basic Services. Additional
Construction Observation site visits and meetings, as necessary or requested by CITY/Contractor, to
insure that the design intent of the plans are implemented to the CITY's requirements will
constitute additional services.
b. The CONSULTANT may recommend to the CITY the rejection of any work, within the collective
Consultant's scope, failing to conform to the contract documents.
c. Review, coordinate, and respond to requests for information (RFI) from the contractor/CITY/owner's
representative:
• RFI's are normal and customary during the construction process to insure that the design intent of
the plans are implemented to the CITY's requirements and a minimum of 8 to 10 can be expected
during a project of this scope. If the RFI count becomes more than that is usual or customary, this
could constitute additional services.
d. Review, coordinate, and respond to Change Orders and Change Directives generated via CITY and/or
Contractor.
e. Attend three (3) additional required meetings with regulatory agencies (i.e. City of Round Rock),
including pre -construction and post -construction conferences scheduled with regulatory inspectors or
any other regulatory reviewer assigned to this project.
f. Conduct and document inspections of the work in order to determine the date of substantial
completion, and verify the satisfactory completion of the project in accordance with the contract
documents.
g. Conduct/coordinate final TDLR inspection and TCEQ closeout procedures.
h. Assist CITY in completing the closeout documentation necessary to conclude the construction phase of
the project, including at a minimum one (1) final site observation trip at Substantial Completion, and
one (1) site observation trip for final sign -off on Punch List upon completion.
i. Upon final acceptance, the CONSULTANT shall prepare the required landscape architect's and engineer's
letter of concurrence to the CITY.
Task 9 — Reimbursable Expenses
All copying, purchases of maps and documents, tax certificates, deeds, plats, printing of reports and plans, mailing,
courier, express/overnight and other related expenses shall be charged at cost.
NO - MEP or STRUCTURAL design cost are currently included in proposed scope based on a design team in place with
MEP & Structural consultants. If these are required to be Provided by the CONSULTANT. These will be billed as a
Reimbursable at cost with no mark-up.
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Exclusions
The following tasks are not covered in this scope of work and may or may not be necessary. If deemed necessary,
these tasks shall constitute "ADDITIONAL SERVICES" and shall be conducted under a separate or supplemental Task
Order.
a. Three Dimensional (3D) Graphics not specified in this Task Order
b. Any preparation & management of materials not specified in this Task Order
c. Stakeholder/Community/neighborhood meetings and/or presentations and preparations of graphics,
drawings, digital presentations, etc., not specified in this Task Order
d. Detailed inventory or recordation of existing structures, site surveys, and tree surveys.
e. Archeological Investigations & Geological Assessments not specified in this Task Order.
f. Meetings/presentations and associated presentation materials not specified in this Task Order
g. Development of As -Built Drawings
h. TQEC — coordination and submittal of WPAP for Edwards Aquifer Recharge protection.
I. Storm Water Pollution Protection Plan (SWPPP) (PROJECT is less than 1 AC)
j. Conflict Resolution
k. Traffic Impact Analysis
I. Legal Lot Determinations
m. Internal Site Gas and Telephone/Communication Design
n. Flood Plain Studies or Flood Plain Modeling
o. Off -Site Designs of Any Nature
p. Construction Staking
q. FEMA permitting
r. Wastewater System Modeling
s. Subsurface Utility Engineering
t. Geotechnical Construction Testing Lab Services
u. Assembly and Recording of Legal Documents
v. Environmental Studies
w. Governmental Fees & Fiscal
x. Construction Phase Services, except as specified
y. Preparation & Processing of Waivers, or Variances
z. Platting
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Attachment A - Limit of Work
End of Basic Scope of Services
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EXHIBIT C - WORK SCHEDULE
The CONSULTANT shall complete the Task Order within 180 Calendar days, commencing upon the issuance of Notice
to Proceed via signed agreement, and receipt of documents to be provided by the CITY as specified in EXHIBIT A.
Anticipated Schedule/Milestones
FORTH COMING BASED ON OVERALL PROJECT SCHEDULE
Interim ... here is PROPOSED Schedule for scope
I. Notice to Proceed April 1, 2016
II. Preliminary Design April 2016 30 days
III. Final Design May 2016 30 days
IV. Bidding June 2016 30 days
V. Construction Services July - August 2016 90 days
VI. Project Complete October 1, 2016
The CONSULTANT will consider opportunities to accelerate the schedule where feasible.
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EXHIBIT D - FEE SCHEDULE
A detailed breakdown of the CONSULTANT's professional fees can be seen below in the FEE SCHEDULE. The
summary of the fees are associated by discipline performing services for the PROJECT:
Total Fee for Basic Services
-- - -
Task Description
Total
Hours
Total
Loaded Labor Cost
Other
--- - ----- -
Direct Costs
s
TOTALS
1 Project Managementl QA/QC
20
$2,450.00
$0.00
$0.00
$2,450.00
2 Schematic Design
58
$7,200.00
$0.00
$0.00
$7,200.00
3 Final Design (PS&E)
76
$8,600.00
$0.00
$0.00
$8,600.00
4 Construction Services
48
$5,400.00
$0.00
$0.00
$5,400.00
5 Reimbursables
0
$0.00
$1,000.00
$0.00
r $1,000.00
GRAND TOTAL:
202
$23,650.00
$1,000.00
$0.00
1 $24,650.00
Note: The labor is quoted as lump sum, but is based on hourly rates/man hours to perform the requested Scope of Work. Also, fees quoted assume
no change in scope of the project or basic services. The fee is not based on a percentage of construction cost, but on a comparison of budgets
similar to like projects and should the scope vary from above, the CONSULTANT reserves the right to re -negotiate fee for basic services. No
additional services or schedule modifications shall be performed without CITY's written consent.
Supplemental Services
Any services rendered by the Consultant beyond those described above shall be made part of a Supplemental
Agreement. Adjustment of the upper fee limit may be made should the CONSULTANT establish and the CITY agree
that there has been, or is to be, a material change in the: (a) scope, complexity or character of the Services or the
Project; (b) circumstances under which the Services are required to be performed; or (c) duration of the Services, if a
change in the Schedule warrants such adjustment. Said changes will warrant an increase to the upper fee limit and
shall be made part of a Supplemental Agreement.
The following rates will be utilized in the development of Supplemental Services by the CONSULTANT:
Hourly Billable Rates:
■ Principal/Planner I Landscape Architect:
■ Associate Principal/Planner I Landscape Architect:
■ Senior Associate - PM/Planner I Landscape Architect
■ Task Leader/Planner I Landscape Architect:
■ Staff/Planner I Designer:
■ Administrative
$ 145.00/hr.
$ 130.00/hr.
$ 115.00/hr.
$ 95.00/hr.
$ 85.00/hr.
$ 65.00/hr.
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EXHIBIT E — CERTIFICATES OF INSURANCES
1619—Exhibits_A-E_v1 — project#16.243 Page 10 of 10 - 4/9/2016
A�� ®® CERTIFICATE OF LIABILITY INSURANCE
DATE
[4111/2016 Dnrvv)
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(ies) 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
Watkins Insurance Group -Austin
3834 Spicewood Springs Rd, Ste. 100
Austin TX 78759
CONTACT
Gena ro Vazquez
PHONE FAx
. 512-637-4274 c N . 512-452-0999
EMAIL VaZ UeZ watkinsinsurance roU com
ADDRESS: 9 q @ 9 P•
INSURERS AFFORDING COVERAGE NAIC #
INSURERA:The Hartford 29424
65SBATB6822
INSURED STUDI-6
INSURERB:New Hampshire Insurance 23841
Studio 1619 LLC
PO Box 2190
INSURER C :
CLAIMS -MADE [il OCCUR
Round Rock TX 78680
INSURER D
INSURER E:
INSURER F:
DAMAGE TO RENTED
PREMISES Ea occurrence $1,000,000
COVFRAnFS CFRTIFICATF NII IMRFR• 634165760 09:\1iQir%K1 K1111U92C0•
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
AUUL
INSD
bUtSK
WVD
POLICY NUMBER
POLICY EFF
MMIDD
POLICY EXP
MM/DD
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
65SBATB6822
10/14/2015
10/14/2016
EACH OCCURRENCE $1,000,000
CLAIMS -MADE [il OCCUR
DAMAGE TO RENTED
PREMISES Ea occurrence $1,000,000
MED EXP (Any one person) $10,000
PERSONAL & ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $2,000,000
X POLICY 1:1PRO- ❑
JECT LOC
PRODUCTS - COMP/OP AGG $2,000,000
S
OTHER:
AUTOMOBILE
LIABILITY
(CEO, aMccidentBINED IN L ETI S
BODILY INJURY (Per person) S
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY Per accident
( ) $
HIRED AUTOS NON -OWNED
AUTOS
PROPERTY DAMAGE $
Per accident
UMBRELLA LIAB
HCLAIMS-MADE
OCCUR
EACH OCCURRENCE $
AGGREGATE $
EXCESS LAB
DED I I RETENTION
$
WORKERS COMPENSATION
PER OTH-
AND EMPLOYERS' LIABILITY Y / N
STATUTE ER
EACH ACCIDENT $
ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.
OFFICERIMEMBER EXCLUDED? ❑
N/A
E.L. DISEASE - EA EMPLOYE $
(Mandatory in NH)
If yes, describe under
E.L. DISEASE - POLICY LIMIT I S
DESCRIPTION OF OPERATIONS below
A
B
Property
Professional Liability
65SBATB6822
44271881-03
10/14/2015
10/14/2015
10/14/2016
10/14/2016
BPP Limit 228,200
Each Claim 1,000,000
Annual Aggregate 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
City of Round Rock is additional insured on the general liability policy where required by written contract. 30 day notice of cancellation
endorsement applies when required by written contract.
INSURER A: The Hartford TDI Company Number: 12077882
INSURER B: New Hampshire Insurance TDI Company Number: 60150
IiCR1 Irik iA1 r- rIVLLJCR
City of Round Rock
Attn: City Manager
221 E. Main Street
Round Rock TX 78664
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
@ 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
City of Round Rock
IOUND ROCK
XAS Agenda Item Summary
Agenda Number:
Title: Consider executing agreement for Professional Consulting Services with
Studio 116:19 for design services related to the Southwest Downtown
Gateway Round -A -Bout Project.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/29/2016
Dept Director: Gary D. Hudder, Transportation Director
Cost:
Indexes:
Attachments: Studio 16.19 Design Services Consulting Agreement for SW Downtown
Round -a -Bout (4-21-16) (00356041xA08178)
Department: Transportation Department
Text of Legislative File CM -2016-1099
Consider executing agreement for Professional Consulting Services with Studio 16:19
for design services related to the Southwest Downtown Gateway Round -A -Bout
Project.
This is a request for awarding Landscape Architectural services for the Southwest
Downtown Infrastructure Improvements 5A project to STUD10116:19, LLC. These
services will include provision of professional landscape architecture and related site
development services to assist in the design, preparation and implementation of the
development plans for the Southwest Downtown Infrastructure Improvements 5A
project in accordance to the proposed program scope items as directed the City of
Round Rock. These proposed program elements include Gateway Entry Sign
Monumentation, potential incorporation of former wellhead gazebo, irrigation design
drawings to accompany proposed landscape plantings and associated improvements
including:
i. Pervious landscape areas in "spaces and places" within scope limits
ii. The water tower parklet
iii. Improvements along the former RR Avenue "sight -line" to Main Street
The associated cost for these services is $24,650.00
City of Round Rock Page 1 Printed on 412812016
Agenda Item Summary Continued (CM -2016-1099)
Staff recommends approval.
City of Round Rock Page 2 Printed on 412 812 01 6