CM-2016-1198 - 10/7/2016CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES FOR
LANDSCAPE ARCHITECTURAL SERVICES RELATED TO THE
CREEK BEND BOULEVARD EXTENSION PROJECT WITH
STUDIO 1 16:19, LLC
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional services related to landscape architectural services
for the City of Round Rock's Creek Bend Boulevard Extension Project (the "Agreement') is
made by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation
with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the "City"), and
Studio 119:19, LLC, located at 1717 North IH 35, Suite 308, Round Rock, Texas, 78664 (the
"Consultant").
RECITALS:
WHEREAS, the Creek Bend Boulevard Extension Project requires landscape
architectural services and related site development services; and
WHEREAS, City desires to contract for Consultant's professional services generally
described as landscape architectural services and related site development services for the
Project; and
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.0 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
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the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, with an estimated completion date of March 1, 2017.
City reserves the right to review the Agreement at any time, and may elect to terminate
the Agreement with or without cause or may elect to continue.
2.0 PROPOSAL FOR SERVICES
For the purposes of this Agreement, the City agrees to furnish the Consultant the
information set forth and appended to this Agreement as Exhibit "A" titled "City Services." For
purposes of this Agreement Consultant has issued its proposal for services, such proposal for
services being attached to this Agreement as Exhibit `B" titled "Scope of Services," incorporated
herein by reference for all purposes.
3.0 SCOPE OF SERVICES
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit "B."
Consultant shall perform the Scope of Services in accordance with the Tentative Work
Schedule set forth in Exhibit "C."
Consultant shall perform services in accordance with this Agreement, in accordance with
the appended Scope of Service and Work Schedule and in accordance with due care and
prevailing consulting industry standards for comparable services.
4.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumerated in Exhibit `B" and
herein, and may not be changed without the express written agreement of the parties.
5.0 CONTRACT AMOUNT
Not -to -Exceed Fee: In consideration for the professional consulting services to be
performed by Consultant, City agrees to pay Consultant an amount not -to -exceed Twelve
Thousand Nine Hundred and No/Dollars ($12,900.00), in accordance with Exhibit "D"
entitled "Fee Schedule," which document is attached hereto and incorporated herein by reference
for all purposes, in payment for services and the Scope of Services deliverables as delineated in
Exhibit `B."
Reimbursable Expenses: Reimbursable expenses shall not exceed Five Hundred and
No/100 Dollars ($500.00) and shall be paid for only the "Reimbursable Expenses" described in
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Exhibit "B." Reimbursable expenses shall be included in the not -to -exceed fee of $12,900.00 set
forth above.
Travel reimbursements may be made for meals, travel, and lodging as follows:
(1) all travel shall be in coach and not business class;
(2) reasonable toll road charges shall be reimbursable;
(3) lodging shall be in a hotel located within City limits; and
(4) meals shall be reimbursed at an amount not -to -exceed $50.00 per day. This
amount includes tips.
Travel reimbursements shall only apply to travel in excess of forty (40) miles. It shall
be in the sole discretion of the City to determine if expenses are reasonable and qualify for
reimbursement pursuant to the terms of the Agreement. Consultant is responsible for providing
all receipts to City for the reimbursement of items set forth above. Receipts shall be provided to
the City within thirty (30) days of the expenditure to qualify for reimbursement. Receipts should
have enough detail to determine if the requested reimbursable meets this criteria.
Costs of personal entertainment, amusements, alcoholic beverages, traffic citations,
personal items or illegal activities will not be reimbursed. Expenses due to vacations or personal
trips in conjunction with City travel are not reimbursable. Adequate travel time is allowed, but
travel expenses are not paid for absences not required by City business.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon project
claims, whether paid by the City or denied.
6.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
7.01 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.pdf.
Consultant's Certificate of Insurance is attached hereto and incorporated herein as Exhibit "E."
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
9.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may effect
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such termination by giving Consultant a written notice of termination at the end of its then -
current fiscal year.
10.0 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the timetable structure and deliverable due dates shall be in reasonable conformity to
Consultant's schedule tendered to City and attached as Exhibit "C."
11.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
12.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City may terminate this
Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant,
with the understanding that immediately upon receipt of said notice all work being performed
under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of the City upon termination of this Agreement, and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use. Should the City
subsequently contract with a new consultant for continuation of service on the project,
Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
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Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
13.0 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
14.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
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(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
15.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
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governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. City shall have a non-exclusive, non -transferable license to use Consultant's
Confidential Information for City's own internal use and only for the purposes for which they are
delivered to the extent that they form part of the Deliverables.
16.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work no in compliance
with this representation.
17.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
set forth herein, then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
18.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents, or employees.
19.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
20.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf, or
(3) Withhold state or federal income tax from any of Consultant's payments.
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If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
21.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
22.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
23.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Randy Crum, Project Manager
Transportation Department
2008 Enterprise Drive
Round Rock, TX 78664
Telephone: (512) 218-6603
E-mail address: rcrum@roundrocktexas.gov
The Consultant hereby designates the following representative authorized to act on its
behalf with regards to this Agreement:
Brent A. Baker
Studio 116:19, LLC
1717 North IH 35, Suite 308
Round Rock, TX 78664
Telephone: (512) 534-8680
E-mail address: brent@studio I 619.com
24.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
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(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Studio 116:19, LLC
1717 North IH 35, Suite 308
Round Rock, TX 78664
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
25.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
26.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
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27.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
28.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
29.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
30.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
31.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
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32.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
with one fully executed original.
[Signatures are on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of -und Rock, Te. as
Printed Name: (n
Title: 1-1,4
Date Signed: -7-6(,
For City, Attest:
By: Sp�� - V�P*
Sara L. White, City Clerk
For City, tproved as to Form:
By:
<A7a�o )_ 4elb
Stephan ISheets, City Attorney
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Studio 116:19. LLC
By:
Prin
Title
Date
studiol16nq, Ilc
Creek Bend Blvd. Extension
EXHIBIT A - CITY SERVICES
City of Round Rock (CORR) the CITY shall supply STUDIO 116:19, LLC (1619) the CONSULTANT the following:
I. The CITY will provide full information necessary for the CONSULTANT to adequately perform the duties of this
agreement
II. CITY shall cause its employees and any third parties who are otherwise assisting, advising or representing the
CITY to cooperate on a timely basis with the CONSULTANT in the provision of its services.
III. The CONSULTANT shall rely upon written information provided by the CITY and its employees and agents as
accurate and complete.
IV. The CONSULTANT shall rely upon any written directions provided by the CITY and its employees and agents
concerning provision of services.
V. Legal description and to -scale boundary survey of the property.
VI. Previous and related work completed prior to this agreement, on the said property and project.
VII. Topographic survey including 1' or 2' contours, tree survey, drainage and flood plain locations, overlay zones or
districts, environmental and geotechnical data, utilities, easements, and other physical improvements and impacts
of the property.
VIII. Existing or pending municipal permits or approvals, and other pertinent information as required duringthe process.
IX. If available, financial/economic information related to the development economics of the Project.
X. Any other information necessary for the CONSULTANT to perform adequately the duties of this Project.
XI. The CITY will sponsor and facilitate the Public meetings required to establish the final design for the Project.
1619—Exhibits—A-E—v1 — project#16.268 Page 1 of 10 - 9/12/2016
EXHIBIT B — PROFESSIONAL SERVICES
Overview & Understanding
studiol16nq, Ilc
Creek Bend Blvd. Extension
STUDIO 116:19, LLC (CONSULTANT) understands the intent of the scope of work is to provide professional landscape architecture
and related site development services to assist in the design, preparation and implementation of the landscape development
plans for the Creek Bend Boulevard Extension (PROJECT) in accordance to the proposed program scope items as directed the City
of Round Rock (CITY).
The Programming Elements below address the potential design considerations for the PROJECT that is located at Creek Bend
Boulevard, • from Wyoming Springs Drive to Sam Bass Road (refer to Attachment A - Limit of Work):
I. Proposed Program Elements -
a. Landscape Planting Design to create a native and adaptive landscape for all pervious areas in limit of work.
b. Irrigation Design Drawings to accompany Proposed Landscape Plantings
c. Associated hardscape improvements or elements generated from Design Process
II. Project Budget -
a. The Project Budget is $ 300,000 for construction & professional services.
Basic Services
B.1. Standard of Care
Landscape Architectural Services shall be performed with care and diligence in accordance with the professional
standards applicable at the time and in the location of the Project and appropriate for the nature and scope of this
Project.
B.2. Scope of Services
Consultant Services to be provided under this Agreement are:
■ In collaboration with the City and Civil Engineer, the Consultant will provide landscape architecture services &
landscape development plans for the Project that are to be included as part of the Site Development Process.
In conjunction with the performance of the foregoing Services, The Consultant shall provide the following submittals/
deliverables/ documents to the CITY/CITY's Representative:
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Task 1— Landscape Development Plans
A construction/ permit plan set including the following:
1. Irrigation Plan(s) — documenting turf & bed areas to be irrigated, point of connection, meter location, controller
location, sleeving locations, irrigation details and performance specifications.
2. Planting Plan(s) — documenting plant names (common and botanical), location, size, quantity, general appearance/
overall condition, & planting details, notes and specifications.
All deliverables to be prepared under this scope of services are intended for implementation and construction by a
qualified contractor.
3. The CONSULTANT sheets associated with the Final Design PS&E package may include, but shall not be limited to:
a. Landscape Planting Plan - Planting Details, & Project Specific Notes
b. Irrigation Design — Plans, Details, & Project Performance Notes
The following tasks associated with the development of the Final Design PS&E package and incorporation into the
Final Pricing Set Package will be performed:
a. Meet with the CITY for a kick-off meeting and coordination/status meetings.
b. Update final cost opinion to include all scope items @ 90% & 100% Submittals.
c. Final Design PS&E
• Prepare and submit 90% submittal for owner review, comments, and coordination.
• Prepare and submit 100% design plans for CORR Staff review and comment.
Upon return of comments, CONSULTANT shall address design concerns in final pricing set submittal package.
a. Final Bid Submittal Package
• Submit 100% signed and sealed design original documents (Drawings and Specifications), and Opinion
of Probable Construction Cost estimate.
Task 2 — Construction Phase Services
The CONSULTANT shall provide assistance to the CITY/Owner and provide clarifications for the Contractor during the
construction process. The potential scope of work by the CONSULTANT covered in this phase is described below. The
CONSULTANTshall not be responsible for construction means, methods, techniques, sequences or procedures in connection with
the work, and The CONSULTANT shall not be responsible for the contractor's errors, omissions orfailure to carryoutthe work in
accordance with the contract documents.
The primary goal of this phase is to secure compliance by the contractor to the plans, specifications and design intent.
The following tasks are associated with the Construction Services Phase:
a. The CONSULTANT will prepare for and attend regular management team meetings/site visits with CITY
and/or Contractor for the purpose of reporting on or gathering input to become familiar with the progress
and quality of the work completed and to determine, in general, if the work is being performed in a
manner indicating that the work, when complete, will be in accordance with the Contract Documents.
• Meetings are defined as a physical meeting at a physical location, telephone conference calls, web
conference meetings, or any other medium where more than two persons review and discuss the project
together.
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• A maximum of three (3) Construction Services visits are included in Basic Services. Additional Construction
Observation site visits and meetings, as necessary or requested by CITY/Contractor, to insure that the
design intent of the plans are implemented to the CITY's requirements will constitute additional services.
b. The CONSULTANT may recommend to the CITY the rejection of any work, within the collective
Consultant's scope, failing to conform to the contract documents.
c. Review, coordinate, and respond to requests for information (RFI) from the contractor/CITY/owner's
representative:
• RFI's are normal and customary during the construction process to insure that the design intent of the
plans are implemented to the CITY's requirements and a minimum of 8 to 10 can be expected during a
project of this scope. If the RFI count becomes more than that is usual or customary, this could
constitute additional services
d. Review, coordinate, and respond to Change Orders and Change Directives generated via CITY and/or
Contractor.
e. Attend three (3) additional required meetings with regulatory agencies (i.e. City of Round Rock), including
pre -construction and post -construction conferences scheduled with regulatory inspectors or any other
regulatory reviewer assigned to this project.
f. Conduct and document inspections of the work in order to determine the date of substantial completion,
and verify the satisfactory completion of the project in accordance with the contract documents.
g. Assist CITY in completing the closeout documentation necessary to conclude the construction phase of the
project, including at a minimum one (1) final site observation trip at Substantial Completion, and one (1)
site observation trip for final sign -off on Punch List upon completion.
h. Upon final acceptance, the CONSULTANT shall prepare the required landscape architect's letter of
concurrence to the CITY.
B.3 Changes to Approved Services
Revisions to drawings or other documents shall constitute Supplemental Services when made necessary because of
CITY -requested changes to previously approved drawings or other documents, or because of CITY changes to
previous Project budget parameters or Project requirements.
B.4 Schedule of Performance
The CITY's signature on this Agreement shall be the basis for the Consultant to begin providing services for the
Project. The Consultant shall perform the services as expeditiously as is consistent with the standard of care
described in section B.1, above.
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Task 3 - Supplemental Services
Supplemental Services are in addition to the Basic Scope of Services and, when requested by the CITY, either written
or oral, shall entitle the Consultant to additional compensation beyond the Compensation stated in Exhibit D. The
following Supplemental Services under this Agreement include but are not limited to:
a. Three Dimensional (31)) Graphics not specified in Basic Services
b. Any preparation & management of materials not specified in Basic Services
c. Stakeholder/Community/neighborhood meetings and/or presentations and preparations of graphics,
drawings, digital presentations, etc., not specified in Basic Services
d. Detailed inventory or recordation of existing structures, site surveys, and tree surveys.
e. Archeological Investigations & Geological Assessments not specified in Basic Services.
f. Meetings/presentations and associated presentation materials not specified in Basic Services
g. Development of As -Built Drawings
h. TQEC — coordination and submittal of WPAP for Edwards Aquifer Recharge protection.
i. Storm Water Pollution Protection Plan (SWPPP) (PROJECT is less than 1 AC)
j. Conflict Resolution
k. Traffic Impact Analysis
I. Legal Lot Determinations
m. Internal Site Gas and Telephone/Communication Design
n. Flood Plain Studies or Flood Plain Modeling
o. Off -Site Designs of Any Nature
p. Construction Staking
q. FEMA permitting
r. Wastewater System Modeling
s. Subsurface Utility Engineering
t. Geotechnical Construction Testing Lab Services
u. Assembly and Recording of Legal Documents
v. Environmental Studies
w. Governmental Fees & Fiscal
x. Construction Phase Services, except as specified
y. Preparation & Processing of Waivers, or Variances
z. Platting
1619—Exhibits A-E—v1 — project#16.268 Page 5 of 10 - 9/12/2016
Attachment A - Limit of Work
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1619_Exhibits—A-E—v1 — project#16.268 Page 6 of 10 - 9/12/2016
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EXHIBIT C - WORK SCHEDULE
The CONSULTANT shall complete the Task Order within ISO Calendar days, commencing upon the issuance of Notice to Proceed
via signed agreement, and receipt of documents to be provided by the CITY as specified in EXHIBIT A.
Anticipated Schedule/Milestones
FORTH COMING BASED ON OVER ALL PROJECT SCHEDULE
I. Notice to Proceed
II. Final Design
III. Pricing
IV. Construction Services
V. Project Complete
Interim ... here is PROPOSED Schedule for scope
October 1, 2016
November 1, 2016 30 days
November 2016 30 days
Dec. 2016 — Feb. 2017 90 days
March 1, 2017
The CONSULTANT will consider opportunities to accelerate the schedule where feasible.
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EXHIBIT D - FEE SCHEDULE
D.1 Compensation for the Consultant Services performed under this Agreement shall be in an Amount not -to -exceed
$12,900.00, plus Reimbursable Expenses as defined below. Compensation shall be paid according to the following:
Total Fee for Basic Services
Task Description
Total
Labor Hours
Total
Loaded Labor Cost
Other
Direct Costs
Subconsultants
TOTALS
1 Final Design (PS&E)
78
$8,600.00
$0.00
$0.00
$8,600.00
2 Construction Services
48
$3,800.00
$0.00
$0.00
$3,800.00
3 Reimbursables
0
$0.00
$500.00
$0.00
$500.00
GRAND TOTAL:
126
1 $12,400.00
$500.00
$0.00
$12,900.00
Supplemental Services when requested by the CITY, either written or oral, shall entitle the Consultant to additional
compensation to be determined on an hourly basis or on the basis of a negotiated fee.
D.2 Reimbursable Expenses are expenditures made by the Consultant, its employees, and sub -consultants in the interest
of the Project plus an administrative fee of 10%. Reimbursable Expenses include but are not limited to travel
expenses, costs of reproduction of documents, postage, services of professional consultants which cannot be
quantified at the time of contracting, and other, similar, direct Project -related expenditures.
D.3 Monthly payments to the Consultant shall be based on (1) the percentage of the Scope of Services completed, and
shall include payments for (2) Supplemental Services performed, and (3) Reimbursable Expenses incurred.
D.4 Payments are due and payable 30 days from the date of the Consultant's invoice, but will receive a 2% discount if
paid within 10 days of the invoice date. Conversely, invoiced amounts unpaid 45 days after the invoice date shall be
deemed overdue and at the Consultant's discretion may accrue 1.5% simple interest per month. At the Consultant's
option, overdue payments may be grounds for termination or suspension of services.
D.5 The Scope of Services to be provided under this Agreement has been estimated to be completed within 150 calendar
days of the initial notice to proceed. In the event the project time line is extended, compensation for services
rendered after that time period shall be equitably adjusted.
D.6 The parties agree to the following provisions with respect to this specific Agreement:
o ATTACHMENTA —"proposed proposed site plan/ project rendering(s)"
o Deliverables - All deliverables are to be in digital PDF format unless otherwise indicated.
o Supplemental Services - 2016 Rates areas noted herein:
■ Principal Planner/Landscape Architect. $145.00/hr.
■ Associate Principal Planner/ Landscape Architect: $130.00/hr.
■ Senior Associate Planner/Landscape Architect: $115.00/hr.
■ Staff Planner/ Landscape Designer. $ 85.00/hr.
■ Administrative $ 65.00/hr.
1619—Exhibits A-E—v1 — project#16.268 Page 8 of 10 - 9/12/2016
CERTIFICATE OF LIABILITY INSURANCE
9/14/2016TE(MMI DIYYYY)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Watkins Insurance Group -Austin
3834 Spicewood Springs Rd, Ste. 100
Austin TX 78759
CONTANAME: Genaro, Vazquez
PHONE 512-637-4274 FAX 512-452-0999
AIC "o
E-MAIL V8Z uez watkinsinsurance rou com
9 q @ 9 p
INSURERS AFFORDING COVERAGE NAIC #
Y
INSURERA:The Hartford 29424
65SBATB6822
INSURED STUDI-6
INSURERB:New Hampshire Insurance 23841
Studio 1619 LLC
PO BOX 2190
INSURER C:
MED EXP (Any one person) $10,000
Round Rock TX 78680
INSURER D
INSURER E :
INSURER F:
COVERAGES CFRTIFICATF NIIMRFR- 1755027199 Pr-VISInM M1111AF2GR•
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCEAUDLSUBR
INSD
WVD
POLICY NUMBER
POLICY EFF
MMIDDIYYYY
POLICY EXP
MMIDD/YYYY
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE ❑X OCCUR
Y
65SBATB6822
10/14/2015
10/14/2016
EACH OCCURRENCE 51,000,000
DAMAGE TO RENTED
PREMISES Ea occurrence$1,000,000
MED EXP (Any one person) $10,000
PERSONAL &ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
X POLICY PRO-
JECT LOC
GENERAL AGGREGATE 52,000,000
PRODUCTS-COMP/OPAGG $2,000,000
S
OTHER:
AUTOMOBILE
LIABILITY
I I S
Ea accident
BODILY INJURY (Per person) $
ANY AUTO
ALL OWNEDSCHEDULED
BODILY INJURY (Per accident) S
HIRED AUTOS NON -OWNED
AUTOS
PROPERTY DAMAE $
Per accident
S
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE $
AGGREGATE $
EXCESS LIAB
CLAIMS -MADE
DED I I RETENTIONS
$
WORKERS COMPENSATION
I OTH-
AND EMPLOYERS' LIABILITY Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE ❑
OFFICER/MEMBER EXCLUDED?
N / A
STATUTE ER
E.L. EACH ACCIDENT S
E.L. DISEASE - EA EMPLOYE $
(Mandatory in NH)
If yes, describe under
E.L. DISEASE - POLICY LIMIT S
DESCRIPTION OF OPERATIONS below
A
B
Property
Professional Liability
65SBATB6822
44271881-03
10/14/2015
10/14/2015
10/14/2016
10/14/2016
BPP Limit 228,200
Each Claim 1,000,000
Annual Aggregate 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required)
The City of Round Rock is additional insured on the general liability policy where required by written
contract. 30 day notice of cancellation endorsement applies when required by written contract.
%.,r—rc r rrm m r r- nvLuarc I.ANL r_LLA I IUN
City Manager
City of Round Rock
221 E. Main Street
Round Rock TX 78664
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
/,"/j z "
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ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement for Professional Consulting Services
with Studio 116:19 for landscape architectural services for the Creek Bend
Boulevard Extension Project.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/7/2016
Dept Director: Gary D. Hudder, Transportation Director
Cost: $12,900.00
Indexes: RR Transportation and Economic Development Corporation (Type B)
Attachments: Studio 16.19 Landsape Architectural Agreement for Creek Bend Extension
(09-26-2016) (00364947xA08F8)
Department: Transportation Department
Text of Legislative File CM -2016-1198
Consider executing an Agreement for Professional Consulting Services with Studio
16:19 for landscape architectural services for the Creek Bend Boulevard Extension
Project.
The Creek Bend Boulevard Extension project extends the existing four -lane divided
roadway from Creek Bend Circle across Brushy Creek and Hairy Man Road to connect
with Brightwater Boulevard at Wyoming Springs Drive. The roadway includes raised
medians, sidewalks and bicycle accommodations. This project will provide north -south
connection over Brushy Creek, thus increasing connectivity and reducing the reliance
on IH 35 for north -south movements on the west side of Round Rock. Completion of
this project will also alleviate some of the traffic on Sam Bass Road and RM 620 and
will make construction of future projects on these two east -west routes more feasible by
providing an alternate route.
Construction began in June 2015 with estimated completion later this calendar year. A
lump sum bid item for landscape was included with the bid. This professional services
contract with Studio 116:19 is to provide landscape consulting services to include a
landscape planting design to create a native and adaptive landscape for pervious
areas, irrigation plans, and hardscape improvements for installation under the lump
sum landscape bid item. These services will be provided for a fee of $12,900.
City of Round Rock Page 1 Printed on 101612016
Agenda Item Summary Continued (CM -2016-1198)
$12,900.00
RR Transportation and Economic Development Corporation
Staff recommends approval.
City of Round Rack Page 2 Printed on 1 01612 01 6