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Item 4F - MemoCITY OF SOUTHLAKE Item 4F MEMORANDUM (August 3, 2021) To: Shana Yelverton, City Manager From: Rob Cohen, Director of Public Works Subject: Approve Supplement Agreement No. 1 with Teague Nall and Perkins, Inc. (TNP) to provide additional engineering services for the Southlake Pathways Program Management project in an amount not to exceed $75,000. Action Requested: Approve Supplement Agreement No. 1 with Teague Nall and Perkins, Inc. (TNP) to provide additional engineering services for the Southlake Pathways Program Management project in an amount not to exceed $75,000. Background Information: The City-wide Pathways Program is part of a continuous effort to provide safe, seamless, and effective sidewalks for pedestrians. According to past citizen surveys, sidewalks are considered a top priority in the City. The primary objective is to provide sidewalks to connect neighborhoods, close gaps between existing facilities and offer pedestrian safety to keep foot traffic off City streets. The City entered into an Engineering Services Agreement (ESA) with TNP for the development, management, and implementation of the Pathway's Program in the amount of $49,950. Within the original scope, TNP would provide a sidewalk construction priority list along with acquisition needs, constructability, and cost estimates per segment of sidewalks. Under the Supplement Agreement, the expanded scope would include additional efforts to complete the Pathway's Program and construction services for various sidewalk segments evaluated and recommended based on the Pathways construction priority list. The focus of this program is to evaluate residential areas with some park connections. Construction for these identified sidewalk segments will be based on the engineer's evaluation and anticipated to begin Fall 2021. Therefore, staff is requesting that City Council approve this agreement in an amount not to exceed $75,000. Page 1 of 2 Item 4F Financial Considerations: Funding for this agreement is budgeted as part of the approved Capital Improvement Program. This agreement is within the project budget. Strategic Link: This item links to the City's Strategy Map strategic focus areas of Safety & Security, Mobility, and Infrastructure. It specifically relates to the City's Corporate Objectives, Cl: Achieve the Highest Standard of Safety & Security, C2: Provide Travel Convenience Within City & Region, and F2: Invest To Provide & Maintain High Quality Public Assets. The Critical Business Outcomes are CBO2: Enhance Mobility Through Aggressive Traffic Management Initiatives And Capital Project Implementation, and CBO5: Improve Quality Of Life Through Progressive Implementation Of Southlake's Comprehensive Plan Recommendations. Citizen Input/ Board Review: None. Legal Review: The proposed agreement is a standard agreement that the City Attorney has reviewed and approved. Alternatives: The City Council may approve or deny the agreement. Staff Recommendation: Approve Supplement Agreement No. 1 with Teague Nall and Perkins, Inc. (TNP) to provide additional engineering services for the Southlake Pathways Program Management project in an amount not to exceed $75,000. Supporting Documents: Attachment A: Supplement Agreement No.1 Attachment B: FY 2021 Engineering Services Agreement Staff Contact: Rob Cohen, Director of Public Works Kevin Ferrer, P.E., Deputy City Engineer Page 2 of 2 Attachment A ENGINEER'S CONTRACT SUPPLEMENT AGREEMENT NO. I CITY OF SOUTHLAKE THE STATE OF TEXAS TARRANT COUNTY KNOW ALL MEN BY THESE PRESENTS: THIS SUPPLEMENT AGREEMENT made and entered into this day of 2021, by and between the City of Southlake, hereinafter referred to as "City" and Teague Nall and Perkins, Inc., hereinafter referred to as the "Engineer". WITNESSETH THAT: WHEREAS the City and the Engineer entered into a contract on December 17th, 2020, to acquire professional engineering services for the Southlake Pathways Program Management Project; and WHEREAS the City desires to change the scope of the project to allow for payment of future "Additional Services" as defined in Section 2 of the Agreement. NOW, THEREFORE, it is hereby agreed between the parties hereto that the contract of Southlake Pathways Program Management Project be modified as follows: SCOPE OF CHANGE The scope of the project has expanded and requires additional funds for Task 1 of the original agreement, Engineering and Surveying Services. The project, along with the original contract, will incorporate added segments, completion of the Pathways Program Matrix, and construction services for various sidewalk segments evaluated and recommended based on the construction priority list identified on the Pathways Master Plan. Itemized scope of services for Supplement Agreement No. 1 are outlined in Attachment A. COMPENSATION The total amount of additional compensation under this contract is hereby increased by an amount not to exceed $75,000. The original contract was approved on December 20th, 2020, for the amount of $49,950. TIME OF COMPLETION Engineering services to be rendered hereunder shall be complete at such time as stated in the original agreement. ORIGINAL CONTRACT All requirements of the aforesaid contract of Southlake Pathwaygram Management Project and this Supplement Agreement No. I shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused these present to be executed by their respective officers duly authorized as of the day and year first above written. OWNER: CITY OF SOUTHLAKE, TEXAS By: Robert Cohen Director of Public Works By: Shana Yelverton City Manager ENGINEER: TEAGUE NALL AND PERKINS, INC. Lo Jonathan Bengfort, P.E. Director of Engineering Services ATTACHMENT 'A' ITEMIZED SCOPE OF SERVICES FOR SUPPLEMENT AGREEMENT NO. 1 Teague Nall and Perkins, Inc. (CONSULTANT) shall render the following professional services as requested and as necessary for the development, management and implementation of the City of Southlake Pathways Strategic Plan: Supplement Agreement No. 1 tasks include: • Incorporation of additional projects into the pathways program, as requested by the City. • Refinement of the program's prioritization algorithm. • Preparation of opinions of probable construction cost for the projects within the program. • Constructability review of the projects within the program. • Updating the pathways strategic plan based on updated prioritization. • Maintenance of a geographic information system (GIS) map of pathways projects within the program. Following the completion of the tasks outlined above, the following tasks may be requested and performed for Pathways Projects 47 (Nettleton Drive) and 61 (Stonebury Court): • Perform boundary survey and establish/mark the ROW limits in the field to aid the Contractor during construction. • Participate in a field meeting with the City and Contractor to establish sidewalk construction parameters, collaborate on how to address any obstructions, and plan the project. • Participate in construction coordination meetings with the City and Contractor as necessary. • Participate in a final walk-thru with the City and Contractor to confirm that construction parameters were satisfied. The project deliver method outlined above may be requested and performed for additional projects within the Pathways Program if unused budget remains following the completion of the tasks outlined above. Attachment B ORIGINAL DOCU M I ;N f CITY OF SOUTHLAKE ,1 AGREEMENT FOR ENGINEERING SERVICES Council Action: Ord./Res. No. Date Approved THIS AGREEMENT is made this day of 2020 by and_—T'+1 between the City of Southlake, Texas (hereinafter referred to as "CITY"), and Teague, Nall and Perkins, Inc. (hereinafter referred to as "ENGINEER"). WHEREAS, CITY contemplates the need for professional services associated with the development, management, and implementation of the City of Southlake Pathways Program. This project is to be known as the Southlake Pathways Program Management project and hereinafter referred to as the "Project". WHEREAS, ENGINEER is qualified, able, and desirous of performing the necessary engineering work upon which the Project is based and is willing and able to work with CITY staff to organize and coordinate the professional services necessary to complete the Project. NOW, THEREFORE, CITY engages ENGINEER to perform, and ENGINEER agrees to perform, the engineering work for the Project, as more fully described herein below, and CITY agrees to pay as compensation, and ENGINEER agrees to accept as compensation, the payments on the dates and in the amounts herein specified, all in accordance with the terms more fully set out below and as provided in Attachment A which is attached hereto and incorporated by reference as if fully set forth herein. I. ARTICLE ENGINEERING SERVICES A. Scope of Work ENGINEER will provide the supervision, direction, personnel and equipment to perform the engineering Services outlined in Attachment A in accordance with the terms set forth in this Agreement and in Attachment A. B. Definitions Services refer to the professional services performed by ENGINEER pursuant to this Agreement. C. Changes CITY, without invalidating the Agreement, may order changes within the general scope of the work required by the Agreement by altering, adding to and/or deducting from the work to be performed. If any change causes an increase or decrease in ENGINEER's cost of, or the time required for, the performance of any part of the Services under the Agreement, an equitable adjustment will be made by mutual agreement and this Agreement shall be modified in writing accordingly. Page I D. Coordination with Owner The CITY shall make available to ENGINEER for use in performing Services hereunder all existing plans, maps, field notes, statistics computations and other data in the CITY's possession relative to existing facilities and to the Project. E. Site and Local Conditions ENGINEER has the right to examine the site in order to become acquainted with local conditions and accepts conditions at the site unless otherwise noted in writing to the CITY. Any coordination or scheduling of work by CITY shall not relieve ENGINEER from its responsibilities specified hereunder. Necessary arrangement for access to any site by ENGINEER's employees will be made with CITY. F. Assignment and Subcontractors/Third Party Rights The rights and obligations covered herein are personal to each party hereto and not to any third party and for this reason neither this Agreement nor any contract hereunder shall be assigned by either party in whole or in part; nor shall ENGINEER subcontract any of its obligations under this Agreement without the prior written consent of CITY. G. Independent Contractor ENGINEER covenants and agrees that it will perform the work hereunder as an independent contractor, and not as an officer, agent, servant, or employee of CITY; that ENGINEER shall have exclusive control of and exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doctrine of respondent superior shall not apply as between CITY and ENGINEER, its officers, agents, employees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and ENGINEER. H. Disclosure By signature of this contract, ENGINEER warrants to CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interests, direct or indirect, in property abutting the proposed Project and business relations with abutting property owners. ENGINEER further warrants that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. Finally, Engineer warrants that it has submitted to the City a completed Conflicts of Interest Questionnaire as required by Chapter 176 of the Texas Local Government Code. Page 2 I. Approval by CITY Approval by CITY of this Agreement shall not constitute or be deemed to be a release of the responsibility and liability of ENGINEER, its officers, agents, employees, and subcontractors for the accuracy and competency of the Services performed under this Agreement, including but not limited to surveys, designs, working drawings and specifications and other engineering documents. Such approval shall not be deemed to be a waiver or an assumption of such responsibility and liability by CITY for any negligent act, error, or omission in the performance of ENGINEER's professional services or in the conduct or preparation of the subsurface investigations, surveys, designs, working drawings and specifications or other engineering documents by ENGINEER, its officers, agents, employees and subcontractors, it being the intent of the parties that approval by CITY signifies the CITY's approval of only the general design concept of the Improvements to be constructed. J. Indemnification ENGINEER SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL DAMAGES, LOSS OR LIABILITY OF ANY KIND WHATSOEVER, BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSON CAUSED BY ANY OMISSION OR NEGLIGENT ACT OF ENGINEER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR OTHER PERSONS FOR WHOM IT IS LEGALLY LIABLE, WITH REGARD TO THE PERFORMANCE OF THIS CONTRACT, AND ENGINEER WILL, AT ITS COST AND EXPENSE, DEFEND, PAY ON BEHALF OF, AND PROTECT CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THE PROVISIONS OF THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF TEXAS LOCAL GOVERNMENT CODE SECTION 271.904 AND SHALL BE CONSTRUED TO THAT EFFECT. K. No Third Party Beneficiary For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) this Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity (except the indemnitees identified or described in Article I, Section J., above), notwithstanding the fact that such third person or entities may be in a contractual relationship with CITY and ENGINEER, or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations they owe to either CITY or ENGINEER. Page 3 L. Successors and Assigns CITY and ENGINEER each bind themselves and their successors, executors, administrators and assigns to the other party to this Agreement and to the successors, executors, administrators and assigns of such other party with respect to all covenants of this Agreement. Neither CITY nor ENGINEER shall assign or transfer its interest in this Agreement without prior written consent of the other. It. ARTICLE CITY'S RESPONSIBILITIES CITY will: 1. Provide full information as to CITY's requirements for the Project; 2. Assist ENGINEER by placing at ENGINEER's disposal all information in CITY's control or knowledge which is pertinent to the Project, including executed right-of-way easements and final field survey data; 3. Examine all work presented by ENGINEER and respond within reasonable time and in writing to the material submitted by ENGINEER; 4. Pay all costs incident to advertising for obtaining bids or proposals from Contractors; 5. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any defect in ENGINEER's work or in Contractor's work; 6. Designate in writing a person to act as its representative with respect to this Agreement, such person having complete authority to transmit instructions, receive information, and make or interpret the CITY's decisions; 7. Provide all information and criteria as to the CITY's requirements, objectives, and expectations for the Project including all numerical criteria that are to be met and all standards of development, design, or construction. 8. Provide to the ENGINEER all previous studies, plans, or other documents pertaining to the Project and all new data reasonably necessary in the ENGINEER's opinion, such as site survey and engineering data, environmental impact assessments or statements, zoning or other land use regulations, etc., upon all of which the ENGINEER may rely; and 9. Arrange for access to the site and other private or public property as Page 4 required for the ENGINEER to provide its services. III. ARTICLE COMPENSATION FOR ENGINEERING SERVICES The CITY shall compensate ENGINEER for services rendered under this Agreement, in accordance with the following: For the completion of the work contemplated in Article I, the ENGINEER shall be paid on an hourly basis plus expenses in an amount not to exceed $49,950 (as outlined in the attached proposal) as billed monthly by ENGINEER. IV. ARTICLE TIMES OF BILLING AND PAYMENT The ENGINEER shall bill CITY monthly for any services and expenses incurred in accordance with the work performed subject to the limits set out in Article III. Payment shall be due within thirty (30) days of receipt by CITY of a properly prepared and correct invoice from ENGINEER. ENGINEER's invoices shall be accompanied by such records or other written proof as CITY deems necessary to verify the billings. Invoices shall be made to City Finance Department's office at 1400 Main Street, Suite 440, Southlake, Texas 76092. If CITY fails to make payment due ENGINEER within thirty (30) days of the day when payment for services and expenses is due under the terms of this Agreement, ENGINEER shall be entitled to interest on such unpaid sums at the rate provided in Chapter 2251 of the Texas Government Code. V. ARTICLE ADDITIONAL ENGINEERING SERVICES In addition to performing the engineering services set out in Article I, hereof, ENGINEER agrees to perform additional services as requested by CITY from time to time and CITY agrees to compensate ENGINEER for such services in accordance with ENGINEER's standard hourly fee and expenses (see Attachment A) for actual time expended and actual out-of-pocket sums expended, such services to be one or more of the following: 1. Make or prepare detailed description of sites, maps, or drawings related thereto and outside the scope of the Project; 2. Appearances before courts or boards on matters of litigation or hearings related to the Project; 3. Preparation of environmental impact assessments or statements for any governmental agency; Page 5 4. Miscellaneous engineering work for CITY not related to the Project; 5. To provide resident project construction inspection, unless such inspection is not required, in writing, by the CITY; 6. Other services agreed to by the parties in writing and incorporated herein. VI. ARTICLE STANDARD OF CARE In performing its professional services, the ENGINEER will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the services are provided and in accordance with any applicable governmental laws, regulations and ordinances. VII. ARTICLE PERIOD OF SERVICE This Agreement shall be effective upon execution by CITY and ENGINEER, and shall remain in force until work is completed on the Project or until terminated under the provisions hereinafter provided in Article VIII. VIII. ARTICLE TERMINATION The CITY may terminate this Agreement at any time for convenience, with or without cause by giving written notice to the ENGINEER. Such termination may be made effective on such future date as agreed by the parties, but absent such agreement shall be immediate. Upon receipt of such notice the ENGINEER shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. The ENGINEER, upon termination, shall be paid for all services rendered through the date of termination together with any additional reimbursable expense then due. IX. ARTICLE OWNERSHIP OF DOCUMENTS 1. All completed or partially completed reports prepared under this Agreement, including the original drawings in both paper and electronic Page 6 formats, shall become the property of CITY if this Agreement is terminated. Upon completion and payment of the contract, the final design, drawings, specifications and documents in both paper and electronic formats shall be owned by CITY. 2. Reuse, change or alteration by CITY or others acting by or on behalf of CITY of such documents without the permission of ENGINEER shall be at CITY's sole risk. X. ARTICLE INSURANCE ENGINEER shall carry and maintain at all times relevant hereto, at ENGINEER's expense, insurance of the type and of minimum coverage limits as follows: 1. Workers Compensation - Statutory Employer's Liability - Limits as required by the State of Texas. 2. Comprehensive General Liability, Bodily Injury and Property Damage including contractual liability in a combined single limit - $500,000 per occurrence. 3. Comprehensive Automotive Liability, Bodily Injury and Property Damage in a combined single limit - $1,000,000 per accident. Certificates of insurance for the above coverage in a form acceptable to CITY, evidencing the coverage required above, shall be provided to CITY within ten (10) business days after execution of this Agreement and prior to issuing Notice to Proceed. Such certificates shall provide that the insurer will give CITY not less than ten (10) days notice of any material changes in or cancellation of coverage. In the event any subcontractor of ENGINEER, with or without CITY's consent, provides or renders services under this Agreement, ENGINEER shall ensure that the subcontractor's services are covered by the same insurance limits as set forth above. ENGINEER shall not commence work under this Agreement until it has obtained Professional Liability (Errors and Omissions) Insurance as required hereunder and such insurance coverage has been approved by CITY. Such insurance shall be in the minimum amount of $1,000,000 and shall include coverage of Contractually Assumed Liability. The insurance coverage prescribed herein shall be maintained until one (1) year after CITY's acceptance of the construction project and shall not be canceled without prior written notice to CITY. In this connection, upon the signing and return of this Agreement by ENGINEER, a Certificate of Insurance shall be furnished to CITY as evidence that the insurance coverage required herein has been obtained by ENGINEER, and such certificate shall contain the provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to CITY. ENGINEER shall notify CITY within ten (10) days of any modification or alteration in Page 7 such Professional Liability (Errors and Omissions) Insurance. XI. ARTICLE AUTHORIZATION, PROGRESS AND COMPLETION CITY and ENGINEER agree that the Project is planned to be completed by September 30, 2021. ENGINEER shall employ manpower and other resources, and use professional skill and diligence to meet the schedule; however, ENGINEER shall not be responsible for schedule delays resulting from conditions beyond its control. By mutual agreement, CITY and ENGINEER may modify the Project schedule during the course of the Project and if such modifications affect ENGINEER's compensation, it shall be modified accordingly, subject to CITY's approval. It is understood that this Agreement contemplates full and complete engineering services for this Project, including any and all Services necessary to complete the work. For additional Engineering Services, the authorization by CITY shall be in writing and shall include the definition of the services to be provided, the schedule for commencing and completing the services, and the basis for compensation as agreed upon by CITY and ENGINEER. XII. ARTICLE NOTICE Any notice required under this Agreement will be in writing and given either personally, by registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, addressed to the parties as follows: If to CITY: Shana Yelverton City Manager City of Southlake 1400 Main Street, Suite 460 Southlake, Texas 76092 Phone:817-748-8400 Fax: 817-748-8010 If to ENGINEER: Jonathan Bengfort, P.E. Director of Engineering Services Teague, Nall and Perkins, Inc. 5237 N. Riverside Dr., Ste. 100 Fort Worth, TX 76137 Phone: (817)336-5773 All notice shall be effective upon the date of receipt. Page 8 XIII. ARTICLE SEVERABILITY In the event that any provision of this Agreement shall be found to be void or unenforceable, such finding shall not be construed to render any other provisions of this Agreement either void or unenforceable. All provisions, which are void or unenforceable, shall not substantially affect the rights or obligations granted to or undertaken by either party. XIV. ARTICLE VENUE -LAW Venue of any suit or cause of action under this Agreement shall lie exclusively in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF the parties have caused this Agreement to be executed in two equal originals on the date and year first above mentioned. rCIT/Y OF SOUTHLAKE: l/ - Y O&J -Snana-'-e4vej ity Manager i4j'UJ�AJ jf� 15(ra ATTEST: a Off: �U)"� U' BY •4 r Page 9 ENGINEER: TEAGUE, NALL AND PERKINS, INC. By: onathan Bengfort, RZ, Director of Engineering Services THE STATE OF TEXAS § COUNTY OF TARRANT § Before me on this day proved to me on the oath o'. (description of identity card c subscribed to the foregoing RrC(r of aqQ - tTaoties of to me that he/she executed expressed. personally appeared` )Dhu known to me [or or through 7X OL it other document)] to be the person whose name is instrument and that he/she is the duly authorized 7'0 quo Will -Perkins, ING. , and acknowledged the s me for the purposes and consideration therein Given under my hand and seal of office this A . Sao . orun,r,,, �O \4'nv aea�� J HALL ?i?:'�A7 �Notary ub ic, ate of Taxes �':��•'i; Comm Expires 11-20-2022 'iiFoi tg�C: n„ imp Notary ID 124373180 /7 day of e#Ww , Page 10 *^"*tnp League nail & perkins www.rnpinc.com ATTACHMENT 'A' PROJECT NAME: Southlake Pathways Program Management TNP PROJECT NUMBER: SLK CLIENT: City of Southlake ADDRESS: 1400 Main Street, Suite 320 Southlake, TX 76092 The City of Southlake (the "CLIENT") hereby requests and authorizes Teague Nall and Perkins, Inc., (TNP, the "CONSULTANT") to perform the following services: Article I SCOPE: Provide professional services as requested and as necessary for the development, management, and implementation of the City of Southlake Pathways Program. A detailed list of potential tasks involved with the Project are provided in Attachment'B'. Article II COMPENSATION: Compensation for these services shall be as follows: A. Enoineerina and Survevino Services: Engineering and surveying services shall be performed on an hourly reimbursable basis with an anticipated budget of $49,950 including all expenses, direct costs and labor. This budget is an estimate for the services anticipated but the actual cost for these services may be a lesser or higher amount. However, it is understood that the stated budget amount shall not be exceeded without written authorization from the CLIENT. Reimbursement shall be per the CONSULTANT's standard rate schedule. A schedule of CONSULTANT's hourly rates for 2020/2021 is provided as Attachment `C'. Services shall be billed monthly based on actual time spent working on the project by CONSULTANT's staff. B. Direct Exoenses: A fee equal to 3% of labor billings shall be included on each monthly invoice for prints, plots, photocopies, plans or documents on CD, DVD or memory devices, and mileage. No individual or separate accounting of these items will be performed by TNP. Any permit fees, filing fees, or other fees related to the project and paid on behalf of the client by TNP to other entities shall be invoiced at 1.10 times actual cost. C. Work Outsourced to Others: For work done by others, at the actual cost to the CONSULTANT of such services plus 10%. D. Payment Terms: CLIENT shall be billed monthly for services rendered and pay promptly upon receipt of invoice. Delays of transmitting payments to engine su'veyors landscape architects CONSULTANT more than 30 days from invoice date may result in cessation of services until payment is received. Article III SCHEDULE: The proposed services shall begin within 10 working days of authorization to proceed. A project schedule based on the Scope will be provided upon approval of this Agreement. Article IV CONTRACT PROVISIONS: Contract provisions are attached hereto and made a part hereof. Page 2 PROVISIONS 1. AUTHORIZATION TO PROCEED Signing this agreement shall be construed as authorization by CLIENT for TNP, Inc. to proceed with the work, unless otherwise provided for in this agreement 2. LABOR COSTS TNP, Inc.'s Labor Costs shall be the amount of salaries paid TNP, Inc.'s employees for work performed on CLIENTS Project plus a stipulated percentage of such salaries to cover all payrollrelated taxes, payments, premiums, and benefits. DIRECT EXPENSES TNP, Inc.'s Direct Expenses shall be those costs incurred on or directly for the CLIENT's Project, including but not limited to necessary transportation costs including mileage at TNP, Inc.'s current rate when its, or its employee's, automobiles are used, meals and lodging, laboratory tests and analyses, computer services, word processing services, telephone, printing and binding charges. Reimbursement for these expenses shall be on the basis of actual charges when furnished by commercial sources and on the basis of usual commercial charges when furnished by TNP, Inc. 4. OUTSIDE SERVICES When technical or professional services are furnished by an outside source, when approved by CLIENT, an additional amount shall be added to the cost of these services for TNP, Inc.'s administrative costs, as provided herein. 10. PAYMENT TO TNP, INC. Monthly invoices will be issued by TNP, Inc. for all work performed under the terms of this agreement Invoices are due and payable on receipt. If payment is not received within 30 days of invoice date, all work on CLIENT's project shall cease and all work products and documents shall be withheld until payment is received by TNP. Time shall be added to the project schedule for any work stoppages resulting from CLIENT's failure to render payment within 30 days of invoice date. Interest at the rate of 1'/,% per month will be charged on all past -due amounts, unless not permitted by law, in which case, interest will be charged at the highest amount permitted bylaw. 11. LIMITATION OF LIABILITY TNP, Inc.'s liability to the CLIENT for any cause or combination of causes is in the aggregate, limited to an amount no greater than the fee earned under this agreement. 12. ADDITIONAL SERVICES Services not specified as Basic Services in Scope and Attachment 'A' will be provided by TNP, Inc. as Additional Services when required. The CLIENT agrees upon execution of this contract that no additional authorization is required. Additional services will be paid for by CLIENT as indicated in Article II, Compensation. 13. 5. OPINION OF PROBABLE COST In providing opinions of probable cost, the CLIENT understands that TNP, Inc. has no control over costs or the price of labor, equipment, or materials, or over the Contractors method of pricing, and that the opinions of probable cost provided to CLIENT are to be made on the basis of the design professional's qualifications and experience. TNP, Inc. makes no warranty, expressed or implied, as to the 14. accuracy of such opinions as compared to bid or actual costs. 6. PROFESSIONAL STANDARDS TNP, Inc. shall be responsible, to the level of competency presently maintained by other practicing professional engineers in the same type of work in the State of Texas, for the professional and technical soundness, accuracy, and adequacy of all 15. design, drawings, specifications, and other work and materials furnished under this Authorization. TNP, Inc. makes no other warranty, expressed or implied. 7. TERMINATION Either CLIENT or TNP, Inc. may terminate this authorization by giving 10 days written notice to the other party. In such event CLIENT shall forthwith pay TNP, Inc. in full for all work previously authorized and performed prior to effective date of termination. If no notice of termination is given, relationships and obligations 16 created by this Authorization shall be terminated upon completion of all applicable requirements of this Authorization. 8. MEDIATION In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the CLIENT and the CONSULTANT agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbonding mediation unless the parties mutually agree otherwise. The CLIENT and the CONSULTANT further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants retained also to include a similar mediation provision in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. 9. LEGAL EXPENSES In the event legal action is brought by CLIENT or TNP, Inc. against the other to enforce any of the obligations hereunder or arising out of any dispute conceming the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts for fees, costs and expenses as may be set by the court. SALESTAX In accordance with the State Sales Tax Codes, certain surveying services are taxable. Applicable sales tax is not included in the fee set forth and will be added on and collected when required by state law. Sales tax at the applicable rate will be indicated on invoice statements. SURVEYING SERVICES In accordance with the Professional Land Surveying Practices Act of 1989, the CLIENT is informed that any complaints about surveying services may be forwarded to the Texas Board of Professional Land Surveying, 12100 Park 35 Circle, Building A, Suite 156, MC-230, Austin, Texas 78753, (512) 239-5263. LANDSCAPE ARCHITECT SERVICES The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as landscape architects in Texas. The CLIENT is informed that any complaints about landscape architecture services be forwarded to the Texas Board of Architectural Examiners. Hobby Building: 333 Guadalupe, Suite 2-350, Austin, Texas 78701, Telephone (512)305-9000, Fax(512) 305-8900. INVALIDITY CLAUSE In case any one or more of the provisions contained in this Agreement shall be held illegal, the enforceability of the remaining provisions contained herein shall not be impaired thereby. 17. PROJECT SITE SAFETY TNP, Inc. has no duty or responsibility for project site safety. 18. CONSTRUCTION MEANS AND METHODS AND JOBSITE SAFETY Means and methods of construction and jobsite safety are the sole responsibility of the contractor. Page 3 ATTACHMENT 'B' ITEMIZED SCOPE OF SERVICES Teague Nall and Perkins, Inc. (CONSULTANT) shall render the following professional services as requested and as necessary for the development, management and implementation of the City of Southlake Pathways Strategic Plan: Initial Project Tasks include: • Preparation and maintenance of a geographic information system (GIS) map of pathways projects within the program. • Right-of-way (ROW) research and verification to determine ROW acquisition needs. • Stakeholder outreach regarding ROW needs. Following the completion of the Initial Project Tasks outlined above, the following tasks may be requested and performed: • Refinement of the program's prioritization algorithm. • Constructability review of the projects within the program. • Preparation of opinions of probable construction cost for the projects within the program. • Updating the pathways strategic plan based on updated prioritization. • Boundary survey to facilitate the preparation of easement/ROW documents and/or to confirm limits of existing ROW. • Preparation of easement/ROW documents. • Easement/ROW negotiation services. • Design/Topographic survey. • Subsurface Utility Engineering (SUE) or utility location services. • Design and preparation of construction plans for the pathway improvements. • Compilation of bid documents and bid packages. • Project bidding support. • Construction administration services. • Construction staking services. • Construction inspection services. • Coordination and meetings with City staff. • Prepare update presentations to City staff and/or Council. • Review existing pedestrian facilities as requested and provide a professional opinion regarding ADA compliance. • Geotechnical investigations as requested (through a sub -consultant). • Materials testing as requested (through a sub -consultant). • Appraisal services as requested (through a sub -consultant). Page 4 ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES Additional Services not included in the existing Scope of Services — CLIENT and CONSULTANT agree that the following services are beyond the Scope of Services described in the tasks above. However, CONSULTANT can provide these services, if needed, upon the CLIENT's written request. Any additional amounts paid to the CONSULTANT as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: • Services related to disputes over pre -qualification, bid protests, bid rejection and re -bidding of the contract for construction. • Services necessary due to the default of the Contractor. • Services related to damages caused by fire, flood, earthquake or other acts of God. • Services related to warranty claims, enforcement and inspection after final completion. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CLIENT. • Services related to environmental permitting or environmental impact statements. • Section 404 USACE Individual Permit or Pre -Construction Notification. • Cultural resources surveys, absence/presence surveys for any state- or federally -listed protected species, any benthic or macro -invertebrate surveys. • Services related to floodplain permits or revisions. • SWPPP preparation. • Landscape architecture services. • Traffic control plans. • Marketing exhibits or renderings. • Public meetings. • Performance of miscellaneous and supplemental services related to the project as requested by the CLIENT. Page 5 Attachment C Teague Nall and Perkins, Inc. 2020 - 2021 Standard Hourly Rates Effective January 1, 2020 to December 31, 2021 Hourly Engineering/Landscape Architecture/ROW Billing Rate Principal or Director $250 Team Leader $230 Senior Project Manager $220 Project Manager $175 Senior Engineer $230 Project Engineer $160 Engineer III/IV $135 Engineer 1/II $125 Landscape Architect / Planner $160 Landscape Designer $120 Senior Designer $140 Designer $130 Senior CAD Technician $125 CAD Technician $110 IT Technician $170 Clerical $80 ROW Manager $190 Senior ROW Agent $160 ROW Agent $125 Relocation Agent - $160 ROW Admin $70 Intern $70 Surveying Hourly Billing Rate Survey Manager $230 Registered Professional Land Surveyor (RPLS) $195 Field Coordinator $140 S.I.T. or Senior Survey Technician $140 Survey Technician $110 1-Person Field Crew w/Equipment** $145 2-Person Field Crew w/Equipment** $175 3-Person Field Crew w/Equipment** $200 4-Person Field Crew w/Equipment** $220 Flagger $50 Abstractor (Property Deed Research) $90 Small Unmanned Aerial Systems (sUAS) Equipment & Crew $400 (4 hr. min.) Terrestrial Scanning Equipment & Crew $250 Page 6 Hourly Utility Management, Utility Coordination, and SUE Billing Rate Senior Utility Coordinator $165 Utility Coordinator $150 SUE Project Manager $190 SUE Engineer Field Coordinator Sr. Utility Location Specialist Utility Location Specialist 1-Person Designator Creww/Equipment*** 2-Person Designator Crew w/Equipment* * * 2-Person Vac Excavator Crew w/Equip (Exposing Utility Only) Core Drill (equipment only) SUE QL-A Test Hole (0 < 4 ft) SUE QL-A Test Hole (> 4 < 6 ft) SUE QL-A Test Hole (> 6 < 8 ft) SUE QL-A Test Hole (> 8 < 10 ft) SUE QL-A Test Hole (> 10 < 12 ft) SUE QL-A Test Hole (> 12 < 14 ft) $170 $140 $140 $90 $145 $170 $275 (4 hr. min.) $750 perday $1,250 each $1,500 each $1,750 each $2,000 each $2,250 each $2,500 each Hourly Construction Management, Construction Engineering and Inspection (CEI) Billing Rate Construction Inspector II $100 Construction Inspector III $110 Senior Construction Inspector $130 Construction Superintendent $180 Senior Project Manager $220 Direct Cost Reimbursables A fee equal to 3% of labor billings shall be included on each monthly invoice for prints, plots, photocopies, plans or documents on CD, DVD or memory devices, and mileage. No individual or separate accounting of these items will be performed by TNP. Any permit fees, filing fees, or other fees related to the project and paid on behalf of the client by TNP to other entities shall be invoiced at 1.10 times actual cost. Notes: All subcontracted and outsourced services shall be billed at rates comparable to TNP's billing rates above or cost times a multiplier of 1.10 Rates shown are for 2019 and 2020 and are subject to change in subsequent years. Survey equipment may include truck, AN, Robotic Total Station, GPS Units and Digital Level. "" Includes crew labor, vehicle costs, and field supplies. Page 7