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R-05-05-26-12A1 - 5/26/2005RESOLUTION NO. R -05-05-26-12A1 WHEREAS, the City of Round Rock desires to retain engineering services for the Greater Lake Creek Park Improvements Project, and WHEREAS, Halff Associates, Inc. has submitted a Contract for Engineering Services to provide said services, and WHEREAS, the City Council desires to enter into said contract with Halff Associates, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Contract for Engineering Services with Halff Associates, Inc. for the Greater Lake Creek Park Improvements Project, a copy of said contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 26th day of May, 2005. 1,1).tlti 2. Jatlw, CHRISTINE R. MARTINEZ, City Secreta @PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R50526A1.WPD/sc yor Y /. Round Rock, Texas ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: HALFF ASSOCIATES, INC. ("Eneineer") ADDRESS: 1421 Wells Branch Parkway, Suite 104, Austin, TX 78660 PROJECT: GREATER LAKE CREEK PARK IMPROVEMENTS THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day of , 2005 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 "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer 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: Engineering Services Contract File Name: halff-greaterlakecrk; PK22EGRET; 84473 1 1 EXHIBIT "A" Rev. 04/06/05 00064494 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering 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 Engineering Services under this Contract 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 Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of One Hundred Fiftv-eight Thousand Six Hundred Seventy-eight & No/100 Dollars ($ 158.678.00 ) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering 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 Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer 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 Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer 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 Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering 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 Engineering Services performed. Engineer 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 Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer conceming the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer 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 Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer 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 Contract is as follows: M. James Hemenes Parks Development Manager 301 Bagdad Round Rock, Texas 78664 Telephone Number (512) 341-3345 Fax Number (512) 218-5548 Email Address ihemenes@round-rock.tx.us 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Wayne Cooper, ASLA, AICP Regional Director of Landscape Architecture & Planning 1421 Wells Branch Parkway, Suite 104 Austin, TX 78660 Telephone Number (512) 252-8184 Fax Number (512) 252-8141 Email Address wcooper@halff.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer 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 Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer'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 Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering 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 attainment of project Engineering 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. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer 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 Engineering 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 Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract 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 Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering 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 Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract 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 Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of City and shall be furnished to City upon request. All documents prepared by Engineer and all documents furnished to Engineer by City shall be delivered to City upon completion or termination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has fumished City under this Contract. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 7 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering 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 Engineer or a subcontractor, then Engineer 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 Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract 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 Engineer, as a consequence of failure by Engineer to perform the Engineering 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 Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 8 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer 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 Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering 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 Engineer 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 Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 9 Engineer 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 Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering 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 Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer 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 project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract 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. Engineer covenants and represents that Engineer, 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. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per occurrence from a company authorized to do insurance business in Texas and 10 otherwise acceptable to City. Engineer 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 Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, 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). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, 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: (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 Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." 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 Engineer for governmental purposes. 11 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, 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 Contract 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 Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, 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 Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract 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 12 and to: Stephan L. Sheets City Attorney 309 East Main Street Round Rock, TX 78664 Engineer: Wayne Cooper, ASLA, AICP Regional Director of Landscape Architechure & Planning Halff Associates, Inc. 1421 Wells Branch Parkway, Suite 104 Austin, TX 78660 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer 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 Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract 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 Contract 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 Contract 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 engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 13 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer 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, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract 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 Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor and Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. CITY OF ROUND ROCK, TEXAS APPROVED AS TO FORM: By: Nyle Maxwell, Mayor ATTEST: By: Christine Martinez, City Secretary HA SOCIATES, INC. By: Signa Print e of Principal Name: LAMES C—. 0.4410421(1..0 VIc1= pp- iDeKIT 14 Stephan L. Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 15 Exhibit A City Services PROJECT ASSUMPTIONS The scope of services for this proposal has been prepared using the following assumptions as a basis for its preparation: 1. The City of Round Rock will supply data and information for city facilities within and affected by the project. 2. City staff will expedite permitting and approval processes for project improvements, as required by the City of Round Rock. 3. The City of Round Rock will provide and coordinate locations for public meetings and workshops. INFORMATION TO BE SUPPLIED BY THE CITY OF ROUND ROCK The following items will be supplied by the City to the Planning and Design Team: Project Site Topographic Boundary and Aerial Photographic Data - The City will provide the Planning and Design Team with site topographic and boundary information, as available, including aerial photography and parcel maps and property boundaries of adjacent land owners, in digital format to be used during the planning and design exercises for the project site. Environmental, Cultural, and Historical Investigations — The City will provide data and information, as available, from existing environmental, cultural resources, or historical elements reports for the project site. Existing Utility Information - The City will provide as -built plans, as available, for all existing public utilities located within the limits of planning and design for the Project, or that may affect the design of the Project, including but not limited to water, sanitary sewer and storm drainage facilities. Hydraulic Data - The City will supply hydraulic data, as available, that accurately depicts flood plain and flood way elevations, and proposed improvements and mitigation measures, as available. Other Pertinent Data - The City will supply other reports or data, as available through other City Departments that describes or depicts existing or proposed improvements and mitigation measures that may affect the project. Exhibit B Engineering Services The scope of work for this project includes: site surveying; base map preparation, site investigation and analysis; master plan preparation; public participation and information services; construction document preparation, bidding activities and construction administration services. PROJECT ASSUMPTIONS The scope of services for this proposal has been prepared using the following assumptions as a basis for its preparation: 1. The project planning area will encompass the area described in the Request for Statement of Interest and Qualifications for the project, dated September 3, 2004, issued by the City of Round Rock. 2. Park improvements will consist of those park elements and specific improvement items listed in the grant application prepared by the City of Round Rock and submitted to the Texas Parks and Wildlife Department. The final configuration of the master plan and subsequent construction documents will be based on site constraints and conditions, city staff and public input regarding configurations and locations of improvements and funding available for implementation of the master plan. Park improvements that are included in the master plan, design and construction documents, as listed in the TPWD grant application for this project include: a. 3,765 If of 8 ft -wide concrete hike and bike trail — (an actual length of 10,025 LF of trail may be required to satisfy the project design parameters) b. A 20' x 32' metal pavilion w/stone veneer c. Renovation of a practice ball field d. Renovation of two(2) playscapes e. A 16 ft x 16 ft picnic shelter with six (6) tables f. Ten (10) benches g. 1,416 If of granite nature trail with natural areas h. Educational / interpretive signage i. Xeriscape flower garden / community garden j. Enhanced bird viewing areas k. In-line hockey and two (2) basketball courts I. A dog park m. Two (2) sand volleyball courts n. Two (2) fishing nooks o. Wetlands enhancement p. Program signage SCOPE OF SERVICES The Basic Services are defined as follows: A. Base Map Preparation and Site Investigation 1. Attend a project kick-off meeting with City staff to identify the general program and parameters for the planning and design efforts, and to establish the schedule of the project. 2. Prepare digital topographic base maps, for master plan and construction document preparation, from digital maps and photography supplied by the City. a. Supplement information supplied by the City of Round Rock by on -the -ground survey methods. b. On -the -ground surveys will identify planimetric features and improvements within the project site by surveying a 50 -foot wide swath along proposed trail corridors to be identified and marked on the ground by the Planning Team during the master plan process. Within the limits of the existing Lake Creek Park and Clad Madsen Recreation Center, previously completed topographic and tree location surveys will be used. Additional surveying in these areas will be provided on an actual time and materials expended basis. c. Sufficient ground elevations will be obtained to prepare one -foot interval contour maps within the 50 - foot -wide corridor. d. All protected or significant trees with a caliper equal to or greater than eight inches will be located and tagged. e. Topographic and tree location surveys which are outside the proposed corridor to be surveyed on the ground, and in areas which have not been previously surveyed, along with any other surveying services not specifically identified by this scope of services, will be provided on an actual time and materials basis. 3. Coordinate with affected agencies including City staff, and other selected agencies at one (1) meeting on the issues related to the programming, placement and configuration of the proposed project site. 4. Initiate and coordinate site investigation studies related to the topography of the site, soils composition and analysis, vegetation and wildlife habitat areas, and archaeological investigations. The impacts and opportunities that result from these studies will be documented for use in the conceptual development plan preparation process. a. Collect available background information to assist in the mapping of natural and cultural features in and along the project area. Information includes the following: • Soil surveys • Wetland inventory maps • Flood insurance rate maps • Other maps and information potentially available through the Texas Parks and Wildlife Department and other applicable sources. b. Contact the U.S. Fish and Wildlife Service and Texas Parks and Wildlife to determine if the proposed project potentially contains habitat supporting endangered and threatened species or species of concem. Lists of the species will be obtained from these agencies. c. Contact the Texas Historical Commission to determine if the proposed project contains documented historical and cultural features or contains conditions that may be conducive to discovery of natural and cultural features, which may require further investigation. d. Conduct cursory field assessments, as appropriate, to locate and map natural and cultural features within the proposed project area. Natural and cultural features reviewed may include but will not be limited to the following: • Vegetation, including significant trees • Geologic features • Surface waters and wetlands • Soils as necessary for impacts to trail development and infrastructure construction • Wildlife observed and potential wildlife habitat • Potential habitat for endangered and threatened species • Archaeological sites e. Natural and cultural resources will be mapped and placed in a digital CADD media for use in preparation of the Master Plan. 5. Analyze transportation and access issues involving the project site and identify impacts and improvements required to existing and proposed transportation systems that will allow the project area to function as desired. 6. Analyze water, sanitary sewer, storm drainage and flood plain issues involving the project area and identify the impacts and improvements necessary as a result of those studies. a. Coordinate with agencies and utilities including other City of Round Rock departments, Williamson County, Federal Emergency Management Agency (FEMA), TCEQ, and others as applicable, and obtain available information identifying location of utilities. 7. Prepare a Site Analysis / Opportunities and Constraints map that graphically illustrates the existing man- made and natural systems and conditions on the project site, and depicts the obstacles and opportunities available for development on the project site. This graphic, and accompanying supporting text, will be used by the Planning and Design Team to prepare the master plan and construction documents for the project. B. Master Plan Preparation 1. Attend a meeting with city staff to finalize the development program for the Project, based on the results of the site investigation process. 2. Facilitate a consensus building process on the design of the in-line hockey/basketball facility at one (1) public workshop meeting held at the beginning of the master planning process. In-line hockey enthusiasts will be actively sought for participation in these meetings. The Planning and Design Team will present conceptual hockey / basketball court layout plans for review and discussion by in-line hockey enthusiasts. The Planning and Design team will also address community questions or concerns regarding in-line hockey /basketball facilities. 3. Prepare a preliminary master plan, with supporting illustrative graphics for the entire project. a. Conduct a half-day design charrette with city staff members to help facilitate preparation of the master plan. b. Prepare a preliminary in-line hockey / basketball facility concept. c. Identify dependent systems for inclusion in the development alternatives including electric utilities; water and sanitary sewer facilities; storm drainage facilities and requirements; franchised utilities; and establish corridors within the project site for their placement. d. Prepare preliminary estimates of probable construction costs for each alternative. 4. Present the preliminary master plan at one public workshop. 5. Prepare a Final Master Plan and Report for city staff review. This final report will illustrate the site investigation and master plan preparation process, and will include supporting information used as decision making tools. a. Attend a meeting with city staff to discuss the results of the master plan, and to identify the next stages of the design process. The final master plan will be used as a point of departure by the Planning and Design Team for preparation of construction documents for the Project. C. Construction Document Plan Preparation 1. Initiate geotechnical engineering services to determine soil conditions at the project site and to develop information conceming foundation designs and construction recommendations for improvements included in the project. Geotechnical investigations will consist of making six (6) soil borings at specific locations throughout the project site to a depth of 10 feet, unless rock is encountered, subjecting the materials recovered from the borings to a series of laboratory tests, and then documenting the results of those tests with recommendations for the construction of foundations, paved areas and trails. 2. Prepare construction documents and specifications to allow bidding and construction of site improvements. 3. Provide specific facility plans, as needed, to construct new improvements within the park, as outlined by the project assumptions. These plans may include floor plans, elevations, wall sections, interior finish plans and elevations and construction details needed for construction of improvements. 4. Provide site layout plans with dimensional control information necessary to construct site improvements. 5. Provide pavements and grading plans indicating paving types and locations, with vertical information necessary for construction. 6. Provide structural plans and details for pedestrian bridge abutments and approaches. 7. Provide site drainage and storm sewer plans with information necessary for construction. 8. Provide details indicating specific information and data necessary for construction of project improvements. 9. Provide landscape and irrigation plans and details necessary for construction. 10. Submit plans for city staff review and comment at the 25%, 50%, and 90% levels of completion. a. Attend a meeting with city reviewers at each stage of construction documents completion (three(3) total) to discuss comments and plan changes related to development of the project, and to document staff comments for use during preparation of subsequent plans, at each submittal stage during preparation of construction documents, prior to submittal of 100% plans. b. Provide final opinion of probable cost for site improvements at each plan completion submittal stage. 11. Provide specifications and bidder instructions in City of Round Rock standard format at the 90% plan completion stage. 12. Submit 100% plans to city staff for use during the bidding and construction phases of the project. 13. Submit 100% plans to the Texas Department of Licensing and Regulation (TDLR), or an approved accessibility plan reviewer, for accessibility compliance review. D. Bidding 1. Provide assistance to city staff in the preparation of bid packets consisting of project specifications and plans, line item identification and bid form formatting, and by utilizing front-end documents preferred by the City of Round Rock, Texas. 2. Provide assistance during the bidding phase by answering technical questions from contractors and attending a pre-bid meeting with city staff. 3. Tabulate contractor bids in a spreadsheet format for city staff review. E. Construction Observation 1. Participate in a Pre -Construction Conference prior to commencement of Work at the Project Site. 2. Provide assistance during the construction phase by reviewing contractor shop drawings when appropriate, and by visiting the project site at appropriate intervals to observe the progress and quality of the Work completed by the Contractor. Such visits and observations are not intended to be an exhaustive check or a detailed inspection of the Contractor's work. Observations are to allow the Halff Associates, or its assigns, as experienced professionals, to become generally familiar with the Work in progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. a. We anticipate that the Planning and Design Team will visit the Project site two (2) to four (4) times per month, for an estimated time of four (4) hours for each visit, during the construction phase of the Project. b. Site visit time will include preparation and issuance of meeting minutes that document observations and discussions that occurred during the site visit. c. Shop drawing and submittal reviews will occur on an as -needed basis, with review time billed to the City of Round Rock on an hourly basis. 3. Halff Associates, or sub -consultant members of the planning and design team, shall not be responsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any agents or employees of any of them. Halff Associates does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. 4. Recommend to the City that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, Halff Associates believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 5. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Halff Associates may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 6. Recommend Change Orders and Work Change Directives to City, as appropriate, and prepare Change Orders and Work Change Directives as required. 7. Determine the appropriate pay amounts due Contractor, based on observations by Halff Associates or its assigns, as experienced and qualified design professionals and on review of Applications for Payment and accompanying supporting documentation. 8. Conduct a pre -final walk-through of the Project site with city staff and the Contractor prior to the preparation of a final punch list. 9. Assist city staff in the preparation of a Final Punch List that documents the deficiencies or discrepancies in the Contractors work on the Project, and provides direction and guidance on an acceptable solution or remedy. 10. Provide warranty compliance and review services to the City of Round Rock during the one-year warranty period required of the Contractor. 11. Perform a final One -Year Warranty Inspection of all improvements and facilities included in the project, and prepare a report that identifies all replacements, renovations and restorations necessary to bring project improvements and facilities into conformance with project criteria. F. Deliverables 1. Provide five (5) copies of the interim and final report and plan submittals as identified in the scope of work for the project. 2. Provide one (1) copy of the final report and plans and in Microsoft Word 2000 (.doc) and AutoCAD (.dwg) digital formats. G. Additional Services Additional services shall consist of, but not be limited to the following: 1. City generated changes to planning and design efforts once work is in progress, including design of offsite improvements or areas outside of the project limits, or additions to the project scope or budget that causes additional design work, will be billed at hourly rates, per proposals approved by the City, until the work is at the same level of completion as it was prior to the change. Any additional work not specifically included in the above scope of services will be accomplished as Additional Services. 2. Calculation of storm water quantities, flood elevations, or modeling of storm water flows or drainage design for the waterways and creeks adjacent to and within the project site. a. The preliminary phase of the project will locate the features to be considered, designed, and constructed. Based on the location of these features with respect to the 1% annual chance floodplain (100 -year) and the floodway, we will determine the course of action required in order to permit floodplain activities through the City and FEMA. Features affecting the floodplain and floodway that may require permitting include low-water crossings bridges, and fill within the floodway/floodplain. We will determine these requirements, discuss them with the City, and recommend a course of action regarding floodplain permitting requirements. The cost for these efforts is shown as a range of fees within the Fee Summary. 3. Regulatory or environmental permit submittals including, but not limited to, environmental impact statements or environmental assessments as required under NEPA, archaeological surveys for compliance with the Antiquities Code of Texas or the National Historic Preservation Act, Section 404 permitting Floodplain Development Permit, or Formal delineation of wetlands and surface waters of the U.S. according to the 1987 Wetland Delineation Manual of the U.S. Army Corps of Engineers and definition of surface waters of the U.S. as denoted in the Clean Water Act, for the creeks or waterways that are within or adjacent to the project site. The cost for these efforts is shown as a range of fees within the Fee Summary, subject to final requirements of the City of Round Rock or other applicable regulatory agencies. H. Excluded Services The following services are specifically excluded from this proposal, but may be added at the City's request, once a definitive scope has been identified: 1. Final plat or easement preparation. 2. Calculation of storm water quantities, flood elevations, or modeling of storm water flows or drainage design for the waterways and creeks adjacent to and within the project site. a. The preliminary phase of the project will locate the features to be considered, designed, and constructed. Based on the location of these features with respect to the 1% annual chance floodplain (100 -year) and the floodway, we will determine the course of action required in order to permit floodplain activities through the City and FEMA. Features affecting the floodplain and floodway that may require permitting include low-water crossings, bridges, and fill within the floodway/floodplain. We will determine these requirements, discuss them with the City, and recommend a course of action regarding floodplain permitting requirements. The cost for these efforts is shown as a range of fees within the Fee Summary, and is subject to final requirements of the City of Round Rock or other applicable regulatory agencies. 3. Regulatory or environmental permit submittals including, but not limited to, environmental impact statements or environmental assessments as required under NEPA, archaeological surveys for compliance with the Antiquities Code of Texas or the National Historic Preservation Act, Section 404 permitting Floodplain Development Permit, or Formal delineation of wetlands and surface waters of the U.S. according to the 1987 Wetland Delineation Manual of the U.S. Army Corps of Engineers and definition of surface waters of the U.S. as denoted in the Clean Water Act, for the creeks or waterways that are within or adjacent to the project site. The cost for these efforts is shown as a range of fees within the Fee Summary, and is subject to final requirements of the City of Round Rock or other applicable regulatory agencies. 4. Design of park or facility areas outside the limits of the project site. 5. Design of roadways or paving outside of the limits of the project site. 6. Design of utilities outside of the limits of the project site. Exhibit C Work Schedule PROJECT SCHEDULE (Estimated durations are in calendar days) Base Map Preparation / Site Investigations 30 Days Master Planning 30 Days Schematic Design / Design Development Plans 60 Days Construction Documents 45 Days Bidding 30 Days Construction Observation 360 Days Total Project Time 555 Days Exhibit D Fee Schedule Fee Summary In accord with Exhibits A, B and C, our proposed fees to complete the project are as follows: Base Fees Base Map Preparation / Site Investigation $31,971 Master Plan Preparation $15,998 Construction Documents $63,525 Bidding $4,612 Construction Observation $33,772 Reimbursable Expenses (estimated, not -to -exceed without approval) $8,800 TOTAL BASE FEE $158,678 Reimbursable Expenses** 1. Out of pocket expenses related to travel, mileage, courier expenses, printing, postage and graphic reproduction shall be reimbursed at cost plus 0 percent. 2. Cost of permits or filing fees required by regulatory agencies or City departments obtained for the City shall be paid by the City. Additional Services Hydraulic Analysis (range in fees, with an estimated maximum shown) $35,000 Wetlands Permitting (Nationwide Permit, estimated maximum shown) $15,000 Wetlands Permit Mitigation (fees/effort dependent upon COE requirements) $TBD Exhibit E Insurance Certificate Please refer to attached Certificate of Liability Insurance CERTIFICATE OF LIABILITY INSURANCE Date: 3-22-05 PRODUCER Bell Insurance Agency 16980 Dallas Parkway Dallas, TX 75248 INsmanye Flores COMPANIES AFFORDING COVERAGE A CNA INS. CO. B C HALFF ASSOCIATES, INC. D 8616 Northwest Plaza Drive, Dallas, TX. 75225 THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below. CO LTR TYPE OF POLICY EFFECTIVE EXPIRATION INSURANCE NUMBER DATE DATE LIMITS A GENERAL LIABILITY BAPP2026695404 7/12/04 7/12/05 GENERAL AGGREGATE PRODUCTS-COMP/OP AGG. PERSONAL & ADV. INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED. EXPENSE (Any one person) $2,000,000 $2,000,000 $1,000,000 $1,000,000 $ 100,000 $ 10,000 AUTOMOBILE LIABILITY BUA2025470806 7/12/04 7/12/05 COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ 1,000,000 EXCESS LIABILITY CUP2025471230 7/12/04 7/12/05 EACH OCCURRENCE AGGREGATE $5,000,000 $5,000,000 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY WC2024218118 7/12/04 7/12/05 STATUTORY LIMITS EACH ACCIDENT DISEASE - POLICY LIMIT DISEASE - EACH EMPLOYEE 500,000 500,000 500,000 PROFESSIONAL LIABILITY $5,000,000 Per Claim Limit AEE008220956 7/9/04 7/9/05 $5,000,000 Aggregate Limit $150,000 Each Claim Deductible DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS/EXCEPTIONS The City of Round Rock is named as additional insured with respect to all policies except 'Workers' Compensation and Employers' Liability' and 'Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: City Manager City of Round Rock SIGNATU'OF AUTHr E! ' ' RESENTATIVE 221 E. Main Street Round Rock, Texas 78664 00650 - 7/2003 Page 1 Typed Name: ' Thomas J. Ashley Title: 5/7:— Certificate of Liability Insurance • 8.0a...m197 8 8 a 8. r s t 8 8 e 3 8 8 a IPS a 8 -V....— :WYawrrsew ay wan eon E rr.+s r.�.weidm a oda stag ma.w ••'Mw— a wyr•••wd R.tr.n Mia w..+m.l 1 1 1 8 a SS8'i8S 8 a a a baa hY 8 a 8 8 Saa ASS a j s i 8 8 888 e s • Vrir tl 1 a • • .a • Y 1 i 1 t i • all : 11 31 1 1 1 1 a 8 »i • • t • • 1 3 tl a 8 a • 8 IS? i ala a 1 a i 1 • 8 i 1 11 8 • t a a 1 1, €f 1 3 Y 8 8 ii E t i a d 1 b i No Text DATE: May 20, 2005 SUBJECT: City Council Meeting - May 26, 2005 ITEM: 12.A.1. Consider a resolution authorizing the Mayor to execute a Contract for Engineering Services with Halff Associates, Inc. for the Greater Lake Creek Park Improvements Project. Department: Parks and Recreation Staff Person: James Hemenes, Park Development Manager Justification: Engineering services needed for the planning, designing and creation of construction plans necessary to construct the Greater Lake Creek Park Improvements Project. Also included in the contract will be construction observation duties. Funding: $730,000.00 Cost: $158,678.00 Source of funds: General Capital Improvement Funds &TPWD Grant Outside Resources: Halff Associates, Inc. Background Information: The Greater Lake Creek Park Project involves three existing park properties and several parcels of land that the City already has or will acquire through the platting process of new neighborhoods. Clay Madsen Park, Greenlawn Park, and Lake Creek Park will all receive improvements in the form of new development and/or renovations. These three parks will be connected with a hike & bike trail. Included in the project will be a dog park and inline hockey/basketball facility. This project is partially funded by a Texas Parks and Wildlife Dept. (TPWD) Grant. The City also has an application in for a Grant from the Lower Colorado River Authority (LCRA). Public Comment: Several public hearings associated with the grant application were held. The skate park is being handled under a separate process. A public process on the skate park is underway. ROUND ROCK. TEXAS PtRPO5E. PASSION. PROSPFRIFY CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: HALFF ASSOCIATES, INC. ADDRESS: 1421 Wells Branch Parkway, Suite 104, Austin, TX 78660 PROJECT: GREATER LAKE CREEK PARK IMPROVEMENTS ("Engineer") THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS CONTACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this theZ day of / i at ,, 2005 by and between the CITY OF ROUND ROCK, a Texas home - rule municipal corporation, Aose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, (hereinafter referred to as "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer 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: Engineering Services Contract Rev. 04/06/05 File Name: halff- reaterlakecrk; PK22EGRET; 84473 00064494 R-C5-05-tela-1df 1 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled "City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering 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 Engineering Services under this Contract 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 Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates, that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for the Engineering Services performed and to be performed under this Contract. The amount payable under this Contract, without modification of the Contract as provided herein, is the sum of One Hundred Fifty-eight Thousand Six Hundred Seventy-eight & No/I00 Dollars ($ 158.678.00 ) as shown in Exhibit D. The lump sum amount payable shall be revised equitably only by written Supplemental Contract in the event of a change in Engineering Services as authorized by City. Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the Engineering 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 Engineering Services shall be an absolute condition of payment. The fee herein referenced may be adjusted for additional Engineering Services requested and performed only if approved by written Supplemental Contract. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer 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 Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer 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 Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering 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 Engineering Services performed. Engineer 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 Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. 3 ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer 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 Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer 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 Contract is as follows: M. James Hemenes Parks Development Manager 301 Bagdad Round Rock, Texas 78664 Telephone Number (512) 341-3345 Fax Number (512) 218-5548 Email Address ihemenes@round-rock.tx.us 4 City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Wayne Cooper, ASLA, AICP Regional Director of Landscape Architecture & Planning 1421 Wells Branch Parkway, Suite 104 Austin, TX 78660 Telephone Number (512) 252-8184 Fax Number (512) 252-8141 Email Address wcooper@halff.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer 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 Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer'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 Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering 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 attainment of project Engineering 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. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer 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 Engineering 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 Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule, shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract 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 Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering 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 Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or (2) the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract 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 Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of City and shall be furnished to City upon request. All documents prepared by Engineer and all documents furnished to Engineer by City shall be delivered to City upon completion or termination of this Contract. Engineer, at its own expense, may retain copies of such documents or any other data which it has furnished City under this Contract. ARTICLE 15 PERSONNEL, EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 7 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City, or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering 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 Engineer or a subcontractor, then Engineer 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 Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract 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 Engineer, as a consequence of failure by Engineer to perform the Engineering 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 Engineer, upon not less than thirty (30) days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 8 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty -day notice period shall not exceed the amount charged during the preceding thirty (30) days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer 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 Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering 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 Engineer 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 Contract, which are caused by or which result from the negligent error, omission, or negligent act of Engineer or of any person employed by Engineer or under Engineer's direction or control. 9 Engineer 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 Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering 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 Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer 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 project has been completed. ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON -COLLUSION, FINANCIAL INTEREST PROHIBITED (1) Non -collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract 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. Engineer covenants and represents that Engineer, 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. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per occurrence from a company authorized to do insurance business in Texas and 10 otherwise acceptable to City. Engineer 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 Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, 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). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, 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: (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 Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled "Certificates of Insurance." 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 Engineer for governmental purposes. 11 ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, 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 Contract 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 Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, 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 Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract 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 12 and to: Stephan L. Sheets City Attomey 309 East Main Street Round Rock, TX 78664 Engineer: Wayne Cooper, ASLA, AICP Regional Director of Landscape Architechure & Planning Halff Associates, Inc. 1421 Wells Branch Parkway, Suite 104 Austin, TX 78660 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer 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 Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. (2) Force Majeure. Neither City nor Engineer shall be deemed in violation of this Contract 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 Contract 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 Contract 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 engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. 13 (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer 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, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract 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 Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above -stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor and Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. ATTEST: By: Christine Martinez, City Secretary HAII.XF-ASS'SOCIA—TES , INC. By:- -Zjj'U (• (AVnJi Signa re of Principal Print Name: SAYVI ES C—. (Y}y at VicF- p-s11Je1T 14 APPRI V D AS TO FO Stephan I . Sheets, City Attorney LIST OF EXHIBITS ATTACHED (1) Exhibit A City Services (2) Exhibit B Engineering Services (3) Exhibit C Work Schedule (4) Exhibit D Fee Schedule (5) Exhibit E Certificates of Insurance 15 Exhibit A City Services PROJECT ASSUMPTIONS The scope of services for this proposal has been prepared using the following assumptions as a basis for its preparation: 1. The City of Round Rock will supply data and information for city facilities within and affected by the project. 2. City staff will expedite permitting and approval processes for project improvements, as required by the City of Round Rock. 3. The City of Round Rock will provide and coordinate locations for public meetings and workshops. INFORMATION TO BE SUPPLIED BY THE CITY OF ROUND ROCK The following items will be supplied by the City to the Planning and Design Team: Project Site Topographic, Boundary and Aerial Photographic Data - The City will provide the Planning and Design Team with site topographic and boundary information, as available, including aerial photography and parcel maps and property boundaries of adjacent land owners, in digital format to be used during the planning and design exercises for the project site. Environmental. Cultural, and Historical Investigations — The City will provide data and information, as available, from existing environmental, cultural resources, or historical elements reports for the project site. Existing Utility Information - The City will provide as -built plans, as available, for all existing public utilities located within the limits of planning and design for the Project, or that may affect the design of the Project, including but not limited to water, sanitary sewer and storm drainage facilities. Hydraulic Data - The City will supply hydraulic data, as available, that accurately depicts flood plain and flood way elevations, and proposed improvements and mitigation measures, as available. Other Pertinent Data - The City will supply other reports or data, as available through other City Departments that describes or depicts existing or proposed improvements and mitigation measures that may affect the project. Exhibit B Engineering Services The scope of work for this project includes: site surveying; base map preparation, site investigation and analysis; master plan preparation; public participation and information services; construction document preparation, bidding activities and construction administration services. PROJECT ASSUMPTIONS The scope of services for this proposal has been prepared using the following assumptions as a basis for its preparation: 1. The project planning area will encompass the area described in the Request for Statement of Interest and Qualifications for the project, dated September 3, 2004, issued by the City of Round Rock. 2. Park improvements will consist of those park elements and specific improvement items listed in the grant application prepared by the City of Round Rock and submitted to the Texas Parks and Wildlife Department. The final configuration of the master plan and subsequent construction documents will be based on site constraints and conditions, city staff and public input regarding configurations and locations of improvements and funding available for implementation of the master plan. Park improvements that are included in the master plan, design and construction documents, as listed in the TPWD grant application for this project include: a. 3,765 If of 8 ft -wide concrete hike and bike trail — (an actual length of 10,025 LF of trail may be required to satisfy the project design parameters) b. A 20' x 32' metal pavilion w/stone veneer c. Renovation of a practice ball field d. Renovation of two(2) playscapes e. A 16 ft x 16 ft picnic shelter with six (6) tables f. Ten (10) benches g. 1,416 If of granite nature trail with natural areas h. Educational / interpretive signage i. Xeriscape flower garden / community garden j. Enhanced bird viewing areas k. In-line hockey and two (2) basketball courts 1. A dog park m. Two (2) sand volleyball courts n. Two (2) fishing nooks o. Wetlands enhancement p. Program signage SCOPE OF SERVICES The Basic Services are defined as follows: A. Base Map Preparation and Site Investigation 1. Attend a project kick-off meeting with City staff to identify the general program and parameters for the planning and design efforts, and to establish the schedule of the project. 2. Prepare digital topographic base maps, for master plan and construction document preparation, from digital maps and photography supplied by the City. a. Supplement information supplied by the City of Round Rock by on -the -ground survey methods. b. On -the -ground surveys will identify planimetric features and improvements within the project site by surveying a 50 -foot wide swath along proposed trail corridors to be identified and marked on the ground by the Planning Team during the master plan process. Within the limits of the existing Lake Creek Park and Clad Madsen Recreation Center, previously completed topographic and tree location surveys will be used. Additional surveying in these areas will be provided on an actual time and materials expended basis. c. Sufficient ground elevations will be obtained to prepare one -foot interval contour maps within the 50 - foot -wide corridor. d. All protected or significant trees with a caliper equal to or greater than eight inches will be located and tagged. e. Topographic and tree location surveys which are outside the proposed corridor to be surveyed on the ground, and in areas which have not been previously surveyed, along with any other surveying services not specifically identified by this scope of services, will be provided on an actual time and materials basis. 3. Coordinate with affected agencies including City staff, and other selected agencies at one (1) meeting on the issues related to the programming, placement and configuration of the proposed project site. 4. Initiate and coordinate site investigation studies related to the topography of the site, soils composition and analysis, vegetation and wildlife habitat areas, and archaeological investigations. The impacts and opportunities that result from these studies will be documented for use in the conceptual development plan preparation process. a. Collect available background information to assist in the mapping of natural and cultural features in and along the project area. Information includes the following: • Soil surveys • Wetland inventory maps • Flood insurance rate maps • Other maps and information potentially available through the Texas Parks and Wildlife Department and other applicable sources. b. Contact the U.S. Fish and Wildlife Service and Texas Parks and Wildlife to determine if the proposed project potentially contains habitat supporting endangered and threatened species or species of concern. Lists of the species will be obtained from these agencies. c. Contact the Texas Historical Commission to determine if the proposed project contains documented historical and cultural features or contains conditions that may be conducive to discovery of natural and cultural features, which may require further investigation. d. Conduct cursory field assessments, as appropriate, to locate and map natural and cultural features within the proposed project area. Natural and cultural features reviewed may include but will not be limited to the following: • Vegetation, including significant trees • Geologic features • Surface waters and wetlands • Soils as necessary for impacts to trail development and infrastructure construction • Wildlife observed and potential wildlife habitat • Potential habitat for endangered and threatened species • Archaeological sites e. Natural and cultural resources will be mapped and placed in a digital CADD media for use in preparation of the Master Plan. 5. Analyze transportation and access issues involving the project site and identify impacts and improvements required to existing and proposed transportation systems that will allow the project area to function as desired. 6. Analyze water, sanitary sewer, storm drainage and flood plain issues involving the project area and identify the impacts and improvements necessary as a result of those studies. a. Coordinate with agencies and utilities including other City of Round Rock departments, Williamson County, Federal Emergency Management Agency (FEMA), TCEQ, and others as applicable, and obtain available information identifying location of utilities. 7. Prepare a Site Analysis / Opportunities and Constraints map that graphically illustrates the existing man- made and natural systems and conditions on the project site, and depicts the obstacles and opportunities available for development on the project site. This graphic, and accompanying supporting text, will be used by the Planning and Design Team to prepare the master plan and construction documents for the project. B. Master Plan Preparation 1. Attend a meeting with city staff to finalize the development program for the Project, based on the results of the site investigation process. 2. Facilitate a consensus building process on the design of the in-line hockey/basketball facility at one (1) public workshop meeting held at the beginning of the master planning process. In-line hockey enthusiasts will be actively sought for participation in these meetings. The Planning and Design Team will present conceptual hockey / basketball court layout plans for review and discussion by in-line hockey enthusiasts. The Planning and Design team will also address community questions or concerns regarding in-line hockey /basketball facilities. 3. Prepare a preliminary master plan, with supporting illustrative graphics for the entire project. a. Conduct a half-day design charrette with city staff members to help facilitate preparation of the master plan. b. Prepare a preliminary in-line hockey / basketball facility concept. c. Identify dependent systems for inclusion in the development altematives including electric utilities; water and sanitary sewer facilities; storm drainage facilities and requirements; franchised utilities; and establish corridors within the project site for their placement. d. Prepare preliminary estimates of probable construction costs for each altemative. 4. Present the preliminary master plan at one public workshop. 5. Prepare a Final Master Plan and Report for city staff review. This final report will illustrate the site investigation and master plan preparation process and will include supporting information used as decision making tools. a. Attend a meeting with city staff to discuss the results of the master plan, and to identify the next stages of the design process. The final master plan will be used as a point of departure by the Planning and Design Team for preparation of construction documents for the Project. C. Construction Document Plan Preparation 1. Initiate geotechnical engineering services to determine soil conditions at the project site and to develop information concerning foundation designs and construction recommendations for improvements included in the project. Geotechnical investigations will consist of making six (6) soil borings at specific locations throughout the project site to a depth of 10 feet, unless rock is encountered, subjecting the materials recovered from the borings to a series of laboratory tests, and then documenting the results of those tests with recommendations for the construction of foundations, paved areas and trails. 2. Prepare construction documents and specifications to allow bidding and construction of site improvements. 3. Provide specific facility plans, as needed, to construct new improvements within the park, as outlined by the project assumptions These plans may include floor plans, elevations, wall sections, interior finish plans and elevations and construction details needed for construction of improvements. 4. Provide site layout plans with dimensional control information necessary to construct site improvements. 5. Provide pavements and grading plans indicating paving types and locations, with vertical information necessary for construction. 6. Provide structural plans and details for pedestrian bridge abutments and approaches. 7. Provide site drainage and storm sewer plans with information necessary for construction. 8. Provide details indicating specific information and data necessary for construction of project improvements. 9. Provide landscape and irrigation plans and details necessary for construction. 10. Submit plans for city staff review and comment at the 25%, 50%, and 90% levels of completion. a. Attend a meeting with city reviewers at each stage of construction documents completion (three(3) total) to discuss comments and plan changes related to development of the project, and to document staff comments for use during preparation of subsequent plans, at each submittal stage during preparation of construction documents, prior to submittal of 100% plans. b. Provide final opinion of probable cost for site improvements at each plan completion submittal stage. 11. Provide specifications and bidder instructions in City of Round Rock standard format at the 90% plan completion stage. 12. Submit 100% plans to city staff for use during the bidding and construction phases of the project. 13. Submit 100% plans to the Texas Department of Licensing and Regulation (TDLR), or an approved accessibility plan reviewer, for accessibility compliance review. D. Bidding 1. Provide assistance to city staff in the preparation of bid packets consisting of project specifications and plans, line item identification and bid form formatting, and by utilizing front-end documents preferred by the City of Round Rock, Texas. 2. Provide assistance during the bidding phase by answering technical questions from contractors and attending a pre-bid meeting with city staff. 3. Tabulate contractor bids in a spreadsheet format for city staff review. E. Construction Observation 1. Participate in a Pre -Construction Conference prior to commencement of Work at the Project Site. 2. Provide assistance during the construction phase by reviewing contractor shop drawings when appropriate, and by visiting the project site at appropriate intervals to observe the progress and quality of the Work completed by the Contractor. Such visits and observations are not intended to be an exhaustive check or a detailed inspection of the Contractor's work. Observations are to allow the Halff Associates, or its assigns, as experienced professionals, to become generally familiar with the Work in progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. a. We anticipate that the Planning and Design Team will visit the Project site two (2) to four (4) times per month, for an estimated time of four (4) hours for each visit, during the construction phase of the Project. b. Site visit time will include preparation and issuance of meeting minutes that document observations and discussions that occurred during the site visit. c. Shop drawing and submittal reviews will occur on an as -needed basis, with review time billed to the City of Round Rock on an hourly basis. 3. Halff Associates, or sub -consultant members of the planning and design team, shall not be responsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any agents or employees of any of them. Halff Associates does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. 4. Recommend to the City that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, Halff Associates believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 5. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Halff Associates may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 6. Recommend Change Orders and Work Change Directives to City, as appropriate, and prepare Change Orders and Work Change Directives as required. 7. Determine the appropriate pay amounts due Contractor, based on observations by Halff Associates or its assigns, as experienced and qualified design professionals and on review of Applications for Payment and accompanying supporting documentation. 8. Conduct a pre -final walk-through of the Project site with city staff and the Contractor prior to the preparation of a final punch list. 9. Assist city staff in the preparation of a Final Punch List that documents the deficiencies or discrepancies in the Contractors work on the Project, and provides direction and guidance on an acceptable solution or remedy. 10. Provide warranty compliance and review services to the City of Round Rock during the one-year warranty period required of the Contractor. 11. Perform a final One -Year Warranty Inspection of all improvements and facilities included in the project, and prepare a report that identifies all replacements, renovations and restorations necessary to bring project improvements and facilities into conformance with project criteria. F. Deliverables 1. Provide five (5) copies of the interim and final report and plan submittals as identified in the scope of work for the project. 2. Provide one (1) copy of the final report and plans and in Microsoft Word 2000 (.doc) and AutoCAD (.dwg) digital formats. G. Additional Services Additional services shall consist of, but not be limited to the following: 1. City generated changes to planning and design efforts once work is in progress, including design of offsite improvements or areas outside of the project limits, or additions to the project scope or budget that causes additional design work, will be billed at hourly rates, per proposals approved by the City, until the work is at the same level of completion as it was prior to the change. Any additional work not specifically included in the above scope of services will be accomplished as Additional Services. 2. Calculation of storm water quantities, flood elevations, or modeling of storm water flows or drainage design for the waterways and creeks adjacent to and within the project site. a. The preliminary phase of the project will locate the features to be considered, designed, and constructed. Based on the location of these features with respect to the 1% annual chance floodplain (100 -year) and the floodway, we will determine the course of action required in order to permit floodplain activities through the City and FEMA. Features affecting the floodplain and floodway that may require permitting include low-water crossings, bridges, and fill within the floodway/floodplain. We will determine these requirements, discuss them with the City, and recommend a course of action regarding floodplain permitting requirements. The cost for these efforts is shown as a range of fees within the Fee Summary. 3. Regulatory or environmental permit submittals including, but not limited to, environmental impact statements or environmental assessments as required under NEPA, archaeological surveys for compliance with the Antiquities Code of Texas or the National Historic Preservation Act, Section 404 permitting Floodplain Development Permit, or Formal delineation of wetlands and surface waters of the U.S. according to the 1987 Wetland Delineation Manual of the U.S. Army Corps of Engineers and definition of surface waters of the U.S. as denoted in the Clean Water Act, for the creeks or waterways that are within or adjacent to the project site. The cost for these efforts is shown as a range of fees within the Fee Summary, subject to final requirements of the City of Round Rock or other applicable regulatory agencies. H. Excluded Services The following services are specifically excluded from this proposal, but may be added at the City's request, once a definitive scope has been identified: 1. Final plat or easement preparation. 2. Calculation of storm water quantities, flood elevations, or modeling of storm water flows or drainage design for the waterways and creeks adjacent to and within the project site. a. The preliminary phase of the project will locate the features to be considered, designed, and constructed. Based on the location of these features with respect to the 1% annual chance floodplain (100 -year) and the floodway, we will determine the course of action required in order to permit floodplain activities through the City and FEMA. Features affecting the floodplain and floodway that may require permitting include low-water crossings, bridges, and fill within the floodway/floodplain. We will determine these requirements, discuss them with the City, and recommend a course of action regarding floodplain permitting requirements. The cost for these efforts is shown as a range of fees within the Fee Summary, and is subject to final requirements of the City of Round Rock or other applicable regulatory agencies. 3. Regulatory or environmental permit submittals including, but not limited to, environmental impact statements or environmental assessments as required under NEPA, archaeological surveys for compliance with the Antiquities Code of Texas or the National Historic Preservation Act, Section 404 permitting Floodplain Development Permit, or Formal delineation of wetlands and surface waters of the U.S. according to the 1987 Wetland Delineation Manual of the U.S. Army Corps of Engineers and definition of surface waters of the U.S. as denoted in the Clean Water Act, for the creeks or waterways that are within or adjacent to the project site. The cost for these efforts is shown as a range of fees within the Fee Summary, and is subject to final requirements of the City of Round Rock or other applicable regulatory agencies. 4. Design of park or facility areas outside the limits of the project site. 5. Design of roadways or paving outside of the limits of the project site. 6. Design of utilities outside of the limits of the project site. Exhibit C Work Schedule PROJECT SCHEDULE (Estimated durations are in calendar days) Base Map Preparation / Site Investigations 30 Days Master Planning 30 Days Schematic Design / Design Development Plans 60 Days Construction Documents 45 Days Bidding 30 Days Construction Observation 360 Days Total Project Time 555 Days Exhibit D Fee Schedule Fee Summary In accord with Exhibits A, B and C, our proposed fees to complete the project are as follows: Base Fees Base Map Preparation / Site Investigation $31,971 Master Plan Preparation $15,998 Construction Documents $63,525 Bidding $4,612 Construction Observation $33,772 Reimbursable Expenses (estimated, not -to -exceed without approval) $8,800 TOTAL BASE FEE $158,678 Reimbursable Expenses** 1. Out of pocket expenses related to travel, mileage, courier expenses, printing, postage and graphic reproduction shall be reimbursed at cost plus 0 percent. 2. Cost of permits or filing fees required by regulatory agencies or City departments obtained for the City shall be paid by the City. Additional Services Hydraulic Analysis (range in fees, with an estimated maximum shown) $35,000 Wetlands Permitting (Nationwide Permit, estimated maximum shown) $15,000 Wetlands Permit Mitigation (fees/effort dependent upon COE requirements) $TBD Exhibit E Insurance Certificate Please refer to attached Certificate of Liability Insurance CERTIFICATE OF LIABILITY INSURANCE PRODUCER Bell Insurance Agency 16980 Dallas Parkway Dallas, TX 75248 INNTATve Flores HALFF ASSOCIATES, INC. 8616 Northwest Plaza Drive, Dal THIS IS TO CERTIFY THAT the Insured business operations hereinafter described, standard policies used by the companies, below. Date: 3-22-05 COMPANIES AFFORDING COVERAGE A CNA INS. CO. B C D las, TX. 75225 named above is insured by the Companies listed above with respect to the for the types of insurance and in accordance with the provisions of the and further hereinafter described. Exceptions to the policies are noted CO TYPE OF POLICY LTR INSURANCE NUMBER EFFECTIVE EXPIRATION DATE DATE LIMITS A GENERAL LIABILITY BAPP2026695404 7/12/04 7/12/05 GENERAL AGGREGATE PRODUCTS-COMP/OP AGG. PERSONAL & ADV. INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED. EXPENSE (Any one person) $2,000,000 $2,000,000 $1,000,000 $1,000,000 $ 100,000 $ 10,000 AUTOMOBILE LIABILITY BUA2025470806 7/12/04 7/12/05 COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $1,000,000 $ EXCESS LIABILITY CUP2025471230 7/12/04 EACH OCCURRENCE 7/12/05 AGGREGATE $5,000,000 $5,000,000 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY WC2024218118 7/12/04 7/12/05 STATUTORY LIMITS EACH ACCIDENT DISEASE -POLICY LIMIT DISEASE - EACH EMPLOYEE $ 500,000 $ 500,000 $ 500,000 PROFESSIONAL LIABILITY AEE008220956 $5,000,000 Per Claim Limit 7/9/04 7/9/05 $5,000,000 Aggregate Limit $150,000 Each Claim Deductible DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS/EXCEPTIONS The City of Round Rock is named as additional insured with respect to all policies except 'Workers' Compensation and Employers' Liability' and `Professional Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. CERTIFICATE HOLDER: 00650 — 7/2003 City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 Pagel SIGNATU,'• "OF AUTH 6 R RESENTATIVE Typed Name: ' Thomas J. 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