CM-2019-0213 - 7/12/2019CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO AN
ARCHITECTURAL FEASIBILITY STUDY FOR THE
SPORTS CENTER EXPANSION PROJECT WITH
MARMON MOK ARCHITECTURE
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional consulting services related to a feasibility study for
the Sports Center Expansion Project (the "Agreement") is made by and between the CITY OF
ROUND ROCK, a Texas home -rule municipal corporation with offices Iocated at 221 East Main
Street, Round Rock, Texas 78664-5299, (the "City") and Marmon Mok Architecture located at
401 Congress Avenue, Suite 1540, Frost Tower, Austin, Texas 78701 (the "Consultant").
RECITALS:
WHEREAS, City has determined that there is a need for consulting services to determine
the feasibility of expanding the existing Sports Center to include six (6) additional basketball
courts, shower and locker space, and vehicle parking; and
WHEREAS, City 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
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall expire on August 15, 2019, or until full and satisfactory
completion of the work specified herein is achieved, whichever occurs first.
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.
004264021ss2
moi.
2.0 SCOPE OF SERVICES
Consultant shall perform its services in accordance with the attached document
(hereinafter referred to as "Scope of Work" and attached as Exhibit "A," incorporated herein by
reference for all purposes). Consultant shall satisfactorily provide all services and deliverables
described under the referenced Scope of Work in the schedule set forth in the Scope of Work.
Consultant's undertakings shall be limited to performing services for City and/or advising City
concerning those matters on which Consultant has been specifically engaged. Consultant shall
perform its services in a professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit
"A," however, either party may make written requests for changes to the Scope of Work. To be
effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details,
and must be embodied in a valid Supplemental Agreement as described in Section 8.0 hereof.
3.0 PAYMENT FOR SERVICES
A. Not -to -Exceed Fee for Services: In consideration for the consulting services to
be performed by Consultant, City agrees to pay Consultant in accordance with the fees set forth
in the attached Exhibit "B," incorporated herein by reference for all purposes, an amount not -to -
exceed Twenty Thousand and No/100 Dollars ($20,000.00) for services rendered as described in
the attached Exhibit "A." This amount represents the absolute limit of City's liability to
Consultant hereunder unless same shall be changed by Supplemental Agreement, and City shall
pay, strictly within the not -to -exceed sum recited herein.
B. Payment for Reimbursable Expenses: There shall be no allowable
reimbursable expenses.
4.0 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
2
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 6.0 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 Iaw. 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.
5.0 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 Iate; 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.
6.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may effect
such termination by giving Consultant a written notice of termination at the end of its then -
current fiscal year.
7.0 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.
8.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City may tenninate this
Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant,
with the understanding that immediately upon receipt of said notice all work being performed
under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of the City upon termination of this Agreement, and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use. Should the City
subsequently contract with a new consultant for continuation of service on the project,
Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either 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 (I0) 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 Iost or anticipated profits for work
terminated for default hereunder.
4
01Y
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.
9.0 NON -SOLICITATION
All parties agree that they shall not directly or indirectly solicit for employment, employ,
or otherwise retain staff of the other during the term of this Agreement.
10.0 INSURANCE REQUIREMENTS
Consultant shall meet all City of Round Rock insurance requirements as required by the
City's Purchasing Department as set forth at: ht :, rwww.roundrocktexas. oy -
contentluploadsi2014112fconr insurance 07.20112.pdf
11.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(S) 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.
E
(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.
12.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein
shall preclude or limit Consultant from providing similar services for other clients.
G1
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; 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.
13.0 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.
14.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City for 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.
In no event shall Consultant be liable to the City, by reason of any act or omission
relating to the services provided under this Agreement (including the negligence of Consultant),
whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit,
punitive, special or similar damages relating to or arising from the services, or (b) in any event,
in the aggregate, for any amount in excess of the total professional fees paid by the City to
Consultant under this Agreement, except to the extent determined to have resulted from
Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service
provided hereunder.
15.0 INDEMNIFICATION
Consultant and the City, to the extent allowable by law, each agree to indemnify and hold
harmless the other from and against amounts payable under any judgment, verdict, court order or
7
settlement for death or bodily injury or the damage to or loss or destruction of any real or
tangible property to the extent caused by the indemnitor's negligence in the performance of this
Agreement.
Consultant agrees to indemnify and hold harmless the City from and against any and all
amounts payable under any judgment, verdict, court order or settlement for Third Party claims of
infringement of any trade secrets, copyrights, trademarks or trade names alleged to have
occurred and arising from the deliverables provided by Consultant to the City in connection with
the performance of this Agreement. Should the City's use of such deliverables be determined to
have infringed, Consultant may, at its option: (i) procure for the City the right to continue using
such deliverables provided or (ii) replace or modify them to make their use non -infringing while
yielding substantially equivalent results. If neither of the above options is or would be available
on a basis that is commercially reasonable, then Consultant may terminate this Agreement, the
City shall return such deliverables provided, and Consultant will refund to the City the fees paid
for the deliverables provided. This infringement indemnity does not cover claims arising from
the combination of such deliverables with products or services not provided by Consultant; the
modification of such deliverables by any person other than Consultant; deliverables complying
with or based upon (1) designs provided by or at the direction of the City or (2) specifications or
other information provided by or at the direction of the City; or use of systems, materials or work
performed in a manner not permitted hereunder or by another obligation of the City to
Consultant.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense
and settlement of such claim; and (3) the indemnified party cooperating with all reasonable
requests of the indemnifying party (at the indemnifying party's expense) in defending or settling
a claim. The indemnified party shall have the right, at its option and expense, to participate in
the defense of any suit or proceeding through counsel.
16.0 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.
17.0 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
8
C"t
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
18.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. 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,
Iicenses, trademarks, or copyrights, if 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.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Consultant verifies Consultant does not boycott Israel and will not
boycott Israel during the term of this Agreement.
19.0 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.
20.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
Aneil Naik
Development Construction Manager
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(5 12) 671-2753
anaik = roundrocktexas.gov
21.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
6
(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:
Marmon Mok Architecture
401 Congress Avenue
Suite 1540, Frost Tower
Austin, TX 78701
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.
22.0 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.
23.0 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.
10
24.0 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.
25.0 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.
26.0 STANDARD OF CARE
Consultant represents that it is 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 according to generally accepted business practices.
27.0 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
representative to any City Officer, employee, or elected representative with respect to the
performance of this Agreement.
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.
0
29.0 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 this 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.]
12
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock. Texas
By:
Printed
Title:
Date Si
For City, Attest:
By:
Sara L. White, City Clerk
For City, Approved as to Form:
By:
Stephan . Sheets, City Attorney
13
Marmon Mak Architecture
By:
Printed Nam . Szreg Houstor,,�jA, LEEb Ap
Title: partner_
Date Signed: '
r -
Greg Houston, AIA, LEED AP
Designated Representative
Marmon Mok, LP., L.L.P.
By: Marmon Mok Management Group, LLC
A Texas Limited Liability Company
its General Partner
Exhibit "A"
MarmonMok
ARCHITECTURE
June 10, 2019
Aneil Naik
Planning & Development Services
City of Round Rock
301 W. Bagdad, Ste. 140
Round Rock, TX 78664
Re: Marmon Mok Proposal for Architectural Programming and Master Planning Services
RRSC Feasibility Study - 2015
Round Rock Sports Center (RRSC II)
Marmon Mok Project No. P1824
Dear Mr Naik:
We greatly appreciate the opportunity to prepare this proposal to provide professional Architectural
Services to examine the feasibility to expand the Round Rock Sports Center. As requested, we have
prepared this proposed scope of work and proposed fee based on our discussions, with Chad McDowell
and you. The scope and fee proposed should meet City's overall goals for the information derived
from the study, and should meet the goal for the budget to perform the study.
Feasibility Study Overview and Goals
Examine the plan options for expanding the RRSC with a second phase (RRSC II) of development.
Phase 2 will incorporate 6 new basketball courts for NBA level play with multiple basketball goals per
court. Seating number is to be determined. Support spaces are to be determined but will Include
locker and shower facilities as determined in a meeting with the Owner.
The study will examine optional building concept diagram configurations, optional outdoor space
locations, parking requirements or options. A multi-level structured parking garage will be considered
as an option to fulfill the parking requirements. Marmon Mok will provide a recommendation for the
parking spaces to be developed with the new building expansion. An approximate footprint for a
parking garage will be considered in the investigation of optional concepts. Head in parking spaces
will be 9' x 18'.
Marmon Mok will prepare a magnitude construction cost estimate for the recommended Concept Plan
option. The magnitude cost estimate will show a cost breakdown for the major construction
components. Structural system construction costs will be prepared by the Structural engineer, and
Civil site work construction costs will be prepared by the Civil engineer.
Feasibility Study - Project Process
Marmon Mok, the structural engineer consultant and the civil engineer consultant have been selected
by the City of Round Rock, and each firm will contract separately with Round Rock. Marmon Mok will
serve as the design team leader. The structural and civil engineer consultants, part of the design
team, will work under the direction of Marmon Mak for the execution of the Scope of Work. The
structural engineer and civil engineer have prepared a scope of work consistent with the Marmon Mok
Scope of Work and the Project Process identified in this proposal. A copy of the engineering
consultant's scope of work will be provided to Marmon Mok.
One Riverwalk Place 700 N St Mary's, Suite 1600 San Antonio, TX 78205 T 210.223-9492 / F 210-223-2582 marmonmok.com Design. Done. W
RRSC II Feasibility Study Proposal Revised ]une 10, 2019 Page 2 of 8
Marmon Mok's understanding of the Civil Engineer's scope for the feasibility study is defined in their
proposal to the City of Round Rock, and includes the followings tasks:
• Evaluation of site ingress/egress and site circulation based on the Architect's scheme.
• Development of a site scheme based on input from the Architect.
• Development of site work construction costs including pedestrian walks, parking pavement,
earthwork, drainage and utilities.
• Evaluation and description of difficult site development parameters.
Marmon Mok's understanding of the Structural Engineer's scope for the feasibility study is defined in
their proposal to the City of Round Rock, and includes the followings tasks:
• Evaluation of the preferred foundation system for the expansion.
• Evaluation of the preferred structural framing system for the project.
• Development structural system construction costs.
• Evaluation of structural considerations for modifying the existing tiltwall building to provide a
connection to the new expansion.
Following your written authorization of this proposal, and the written authorization of the structural
and civil engineers proposal, we will be prepared to begin work on the project.
We look forward to an efficient and effective study, and we are looking forward to working with you,
Chad and the City of Round Rock once again.
Sincerely, Accepted by the Owner:
Greg Houston, AIA LEED AP
Title
Date
Attachments A, B, C
Initials
Exhibit "A"
RRSC II Feasibility Study Proposal Revised June 10, 2019 Page 3 of 8
Attachment A
RRSC Il Feasibility Study
Marmon Mok Scope of Work
1. Assemble Existing Building Information
a. Marmon Mok - project information
b. CORR - record information
2. Kick-off Meeting On-site
a. CORR, Marmon Mok, Engineers, Estimator
b. Discuss Goals
I. Budget
If. Facilities
Ili. Character
iv. Building
v. Site
c. Define the full Architectural Program outline at meeting
L Spaces / Areas Listing
li. Key Adjacencies
ill. Major Building Systems
d. Walk Site - confirm development parameters
e. Confirm Schedule
3. Develop preliminary Concept Diagrams
a. Develop Initial Major Expansion Scenarios - (MM) plan/section diagram sketches
b. Coordination Go7o Meeting - (CORR + A/E) -
i. analyze Concept Plan options
H. select Recommended Concept Diagram option
iii. document comments to Recommended Concept Diagram option
c. Compile concept graphics for Selected Option
4. Provide Recommended Concept Diagram option information to Estimator
5. Prepare Summary PDF document
a. Overview of the Study Scope
1. Confirm the overall feasibility of the project relative to budget
if. Describe the difficult parameters for development - if any
b. Recommended Concept Diagram option graphics/sketches
c. Cost Information
d. Next Steps
Initials
Exhibit "A"
RRSC II Feasibility Study Proposal Revised June 10, 2019 Page 4 of 8
Attachment B
RRSC II Feasibility Study
Compensation for Services
For professional services outlined in Attachment A, the Architect proposes a fixed professional
services fee of Twenty Thousand Dollars ($20,000). In addition to the professional services
fee, reimbursable expenses are proposed to be billed at cost plus ten percent. The proposal
includes the deliverable materials and work tasks identified in the scope.
TASK FEE
Scope (Attachment A) $20,000
Total Fee $20,000
The proposed payment schedule would be as follows:
Billing monthly based on estimated percentage of completion for the work in progress.
Other Consultants required or requested by the Owner will be billed at cost plus ten percent,
and will be billed monthly as incurred for their area of the work.
Reimbursable Expenses will be billed monthly based on the Phase of the design work and the
percentage completion of the work in the current phase. Reimbursable expenses will include
cost of material reproductions provided to City of Round Rock, courier service and mileage for
travel to and from the site. Reimbursable expenses are estimated at $700, and will be billed
at cost time 1.10.
MMM
Exhibit "A"
RRSC II Feasibility Study Proposal Revised June 10, 2019 Page S of S
ATTACHMENT C
General Conditions to the Letter of Agreement
RRSC II Feasibility Study
GENERAL CONDITIONS TO LETTER AGREEMENT
1. PAYMENTS are payable to the Architect within thirty (30) days from the date of the invoice.
Invoices are sent out every month and the client will have ten (10) days from receipts of the
invoice in which to review the invoice for accuracy. After ten (10) working days from receipt
of the invoice, said invoice will be deemed accurate. An interest charge of 2% over the
prevailing Bank of America prime interest rate or an interest rate in accordance with the
statutes of the state where the project is located, whichever is greater, shall accrue on any
unpaid balance not received thirty (30) days following receipt of an invoice.
7. REIMBURSABLE EXPENSES. Unless noted otherwise, reimbursable expenses will include the
following: transportation, lodging, and meals in connection with travel; long distance
telephone calls, courier services and facsimile communications, telex, postage and delivery
charges; reproduction costs; photographic production techniques; expense of renderings,
models and mockups requested by the Owner; and automobile travel. All payments to be
made by the Owner under this Agreement shall be increased by the addition of applicable
Sales and Use Taxes, if any. All reimbursable expenses shall be invoiced at 1.10 times cost.
Mileage charges for automobiles shall be at prevailing rate established by the I.R.S.
Renderings, graphics and models prepared by outside sources will be reimbursed at actual
cost, plus a 1.10 time cost to cover coordination and administrative expenses.
3. NO DEDUCTION shall be made from the Architect's compensation on account of claims of
negligent errors or omissions in performance of professional services by the Architect, except
pursuant to a judicial award or an award rendered in a proceeding in accordance with the
Construction Industry Rules of the American Arbitration Association then obtaining.
4. LEGAL COSTS. The Owner shall reimburse the Architect for all costs incurred in collection of
unpaid accounts, including, without limitation, all reasonable attorney and legal expenses.
S. OWNER'S RESPONSIBILITIES. The Owner shall furnish such legal, accounting, and
insurance counseling services as may be required for the Project and shall provide the
Architect with all existing information relating to the Project which the Architect may request,
including but not limited to, surveys, soils investigations, and program data. Architect is
entitled to act in reasonable reliance upon the information provided by the Owner. If the
Owner becomes aware of any fault or defect in the Project or the Architect's services, he shall
promptly notify the Architect. The Owner shall furnish required information or services as
expeditiously as necessary for the orderly performance of the work.
6. SPECIAL CONSULTANTS or Subcontractors are those who provide services other than those
provided by customary consultants as defined in AIA Documents B141, Standard Form of
Agreement between Owner and Architect. If it is requested that the Architect retain any
Special Consultants or Subcontractors on the Owner's behalf, their charges will also be subject
to a 15% markup. Invoicing and payment shall be the same as in Item 1 above.
7. SEPARATE CONSULTANTS. If a firm or firms are separately engaged by the Owner to work
under the general direction of the Architect, the Owner shall have responsibility or liability for
the timely performance or technical sufficiency of the services of such separately engaged
firms.
Initials lyqv—
RRSC II Feasibility Study Proposal Revised ]une 10, 2019 Page 6 of B
S. CONSTRUCTION COST ESTIMATES. As the Architect has no control over construction costs
or contractor's prices, any construction cost estimates are made on the basis of the Architect's
experience and judgment as a design professional; but It cannot and does not warrant or
guarantee that contractor's proposals, bids or costs will not vary from its estimates. If a
Contractor of Construction Manager is providing construction cost estimates or cost control
services for the Owner, the Architect shall be entitled to rely on the information provided, and
assume the accuracy of the information provided. The modification of the Contract
Documents shall be the limit of the Architect's responsibility relating to construction cost
Issues.
9. ADA. With respect to the Americans with Disabilities Act ("ADA"), Owner acknowledges that
the ADA is not a detailed building code and that its requirements are general in nature and
open to differing interpretations. Architects will use its reasonable professional efforts to
interpret applicable ADA requirements and to advise Owner in this regard. However, Architect
cannot warrant or represent that services provided under this Agreement will result in full
project compliance with the ADA or all interpretations of ADA requirements by regulatory
bodies or court decisions. In addition, if Owner requires that the construction of the project
deviate from Architect's reasonable judgment and understanding of the provisions of the ADA,
Owner shall defend, indemnify and hold Architect harmless from any claim based upon such
deviation.
10. OWNERSHIP AND USE OF DOCUMENTS. Drawings, Schedules and Specifications as
instruments of services are and shall remain the sole and exclusive property of the Architect
whether the Project for which they are prepared is executed or not. This includes documents
in electronic form. The Owner shall be permitted to retain copies, including reproducible
copies of Drawings, Schedules and Specifications for information and reference In connection
with the Owner's use and occupancy of the Project; provided, however, that the Architect shall
retain any and all copyright privileges in and to such Drawings, Schedules and Specifications.
The Drawings, Schedules and Specifications shall not be used by the Owner on other projects,
for additions to this Project, or (provided the Architect is not in default under this Agreement)
for completion of this Project by others, or published in any manner whatsoever, except by
prior agreement of the Architect in writing and with appropriate compensation to the Architect.
11. HAZARDOUS MATERIALS. No services will be provided with regard to the detection,
removal, disposal or storage of asbestos, and other hazardous materials. The Owner shall be
responsible for the detection, removal and disposal of all hazardous materials, toxic wastes,
asbestos, and pollutants at the Project site in accordance with applicable law. The Owner shall
indemnify, and hold the Architect and the Architect's principals, employees, agents, and
consultants harmless from and against any and all injuries, losses, liabilities, damages or
claims of any nature whatsoever relating to asbestos in the Project including, without
limitation, the costs, expenses and attorneys' fees which the Architect, the Architect's
principals, employees, agents, or consultants may at any time sustain or incur by reason of
any of the foregoing. Accordingly, the Owner hereby agrees to bring no claim for negligence,
breach of contract, indemnity, or otherwise against the Architect, or the Architect's principals,
employees, agents, or consultants relating to hazardous materials in the Project.
12. INSURANCE. The Architect will affect and maintain insurance for protection from claims
under Workmen's Compensation Acts; claims for damages because of bodily injury, including
personal injury, sickness or disease, or death of employees or of any other person; and from
claims for damages because of injury to or destruction of tangible property, including loss of
Initials
Exhibit "A"
RRSC II Feasibility Study Proposal Revised June 10, 2019 Page 7 of 8
use resulting therefrom. Prior to commencing work under this Agreement, the Architect will
furnish the Owner with Certificates of Insurance stating the coverages and limits of liability of
the insurance that will be maintained for protection from claims arising out of the performance
of professional services and caused by any negligent act, errors, or omissions for which the
Architect may be legally liable. The Architect shall maintain the following maximum amounts
of insurance during the term of this Agreement: Workmen's Compensation, Statutory;
Employer's Liability, $100,000; Commercial General Liability (CGL) $1,000,000; Automobile
Liability (CSL) $1,000,000; Professional Liability, $1,000,000; Umbrella Liability, $2,000,000.
13. SUSPENSION OF WORK. If any invoice is outstanding for more than thirty (30) days from
the date due, the Architect shall have the right, in addition to any and all other rights
provided, to refuse to render further services to the Owner and such act or acts shall not be
deemed breach of this Agreement. In the event of the suspension of services, the Architect
shall have no liability to the Owner for delay or damage caused the Owner because of such
suspension of services. Before resuming services, the Architect shall be paid all sums due
prior to suspensions and any expenses Incurred in the interruption and resumption of the
Architect's services. Continued performance and/or completion of work by the Architect under
this Agreement is contingent upon payment of fees by the Owner.
14. TERMINATION OF AGREEMENT. This Agreement may be terminated by the Architect upon
seven (7) days written notice should the Owner fail substantially to perform in accordance with
its terms through no fault of the Architect. This Agreement may be terminated by the Owner
upon seven (7) days written notice to the Architect should the Architect fail substantially to
perform in accordance with its terms through no fault of the Owner., In the event of termination,
the Architect shall be compensated for all services performed to termination date, together with
Reimbursable Expenses.
15. DISPUTE RESOLUTION/ARBITRATION. Any controversy, claim or dispute arising out of or
relating to the interpretation, construction, or performance of this Agreement, or breach thereof,
shall be referred to voluntary, non-binding mediation to be conducted by a mutually acceptable
mediator prior to resorting to litigation or arbitration.
Provided they do not exceed a cumulative total of $75,000 during the term of this Agreement,
all claims, disputes and other matters in question between the parties to this Agreement, arising
out of or relating to this Agreement or the breach thereof, which are not resolved as the result
of the non-binding mediation process, shall be decided by arbitration in accordance with the
Construction Industry Arbitration Rules of the American Arbitration Association then obtaining
unless the parties mutually agree otherwise.
Demand for arbitration shall be filed in writing with the other party to this Agreement and with
the American Arbitration Association. The demand shall be made within a reasonable time after
the claim, dispute, or other matter in question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable proceedings based on
such claim, dispute or other matter in question would be barred by the applicable statute of
limitations.
No arbitration, arising out of or relating to this Agreement shall include, by consolidation, joinder
or in any other manner, any additional person not a party to this Agreement except by written
consent containing a specific reference to this Agreement and signed by the Architect, the
Engineer and any other person sought to be joined. Any consent to arbitration involving an
additional person or persons shall not constitute consent to arbitration of any disputes not
described therein. This agreement to arbitrate and any agreement to arbitrate with an additional
person or persons duly consented to by the parties to this Agreement shall be specifically
enforceable under the prevailing arbitration law.
Initials
Exhibit "A"
RRSC II Feasibility Study Proposal Revised June 10, 2019 Page 8 of 8
The Agreement and performance hereof shall be governed by and construed in accordance with
laws of the location of the Project.
The award rendered by the arbitrators shall be final, and judgment may be entered upon it in
accordance within applicable law in any court having jurisdiction.
16. STANDARD OF CARE. Notwithstanding any clause in this Agreement to the contrary, the
standard of care for all professional services performed or furnished by the Architect will be the
care and skill ordinarily exercised under similar conditions by professional consultants practicing
in the same Field at the same time in the same or similar locality. No other warranty, express
or implied, is made or intended related to the services provided.
17. INDEMNITY. Architect agrees to indemnify and hold harmless Owner from and against any
liabilities, damages, and costs (including reasonable attorneys' fees and cost of defense) arising
out of the death or bodily injury to any person or the destruction or damage to any property, to
the extent caused, during performance of professional services under this Agreement, by the
negligent acts, errors, and omissions of the Architect or anyone for whom the Architect is legally
responsible, due to the limitations set forth In the Limitation of Liability article of this Agreement.
The Owner agrees, to the fullest extent permitted by law to indemnify and hold harmless the
Architect from any liabilities, damages, and costs (including reasonable attorney's fees and
cost of defense) to the extent caused by the negligent acts, errors or omissions of the Owner,
Owner's contractors, Design Professionals or anyone for whom Owner is legally responsible.
18. LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project
to both the Owner and the Architect, the risks have been allocated such that the Owner
agrees, to the fullest extent permitted by law, to limit the liability of the Architect and
Architect's officers, directors, owners, employees and subconsultants to the Owner and to all
construction contractors and subcontractors on the Project for any and all injuries, claims,
losses, expenses, damages of any nature whatsoever of claims expenses arising out of this
Agreement from any cause or causes, so that the total aggregate liability of the Architect and
Architect's officers, directors, owners, employees, and subconsultants to all those named shall
not exceed the Architect's total fee for services rendered on this project.
19. WAIVER OF CONSEQUENTIAL DAMAGES. Neither party shall be liable to the other party
for any indirect, consequential, special, incidental, reliance, or punitive damages (Including
but not limited to any lost profits, lost revenues, lost savings, or harm to business) arising out
of or relating to either party's performance or nonperformance under this Agreement.
20. THIRD -PARTY BENEFICIARIES. Nothing contained in this Agreement shall create a
contractual relationship with or a cause of action in favor of a third party against either the
Owner or Architect.
21. MISCELLANEOUS. Neither party may assign its interest in this Agreement to any other
person without the express written consent of the other party. This Agreement constitutes the
complete and sole agreement between the parties with respect to the Project, and may be
amended Only by a written document signed by both parties, and shall be governed by the
laws of the State where the Architect is performing the work for this contract.
Initials
�t
D
ai
M°
,��
N a�ce�
2
a
o
a
m
2
���
3
n
3
O
T
A
N
�
N
d
7
a
x
o
c
M
� m
n �
�
m
�ry
N
N1A
G
pN11
0 0
NNN
0 O
Vl
C 4
L1 pN�
Q g
V!N
0
�
$88$$$888
$$
0
c
0
A
w
� m
111
O
00
O b
0
O C
O
O
S
0
ics
c
p
O O
O O
O a
0 O
0 P7
O m
3
s
O
O O
O G
4 4
O O
O O
O O
d A
O
JO
J0010
F
0
4
0
O
O
O W
O a
5'
n
eOi
NO
0
0 0
0 0
0
0 0
0
0 0
x�
0
c
a o
w r
•,ra
oOOOOO
as
a
Obi
Ow
�
s �d�
N
VI
N
O
N N
O O
a O
O O
O OO
O
O YI
S
C
y=
N F+
iO
to
-O-010
o
o OI
O 0
0 ori
O N
n
O
O C
O
0 0
0
yNy��777
C O
F.-
A
O o
0 0
O r0
0
0 Ori
O Olc=l
a S
N
-8
N
N
K
O
$ooCo`�'irOOO
VI
x
1.10101.
�"
t
aow
a o
o w
o m
N
- 000
-
r
VI
V1
%A
0 V.0
0 0
VU
0 O
0 0
-1-1-11-1 V�
0 0
0 0
0 0
m
W
s
City of Round Rock
ROUNO ROCK
TF-XAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Professional Consulting Services Agreement with
Marmon Mok for an architectural feasibility study related to the Sports Center
Expansion Project.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 7/12/2019
Dept Director: Chad McDowell, General Services Director
Cost: $20,000.00
Indexes: Sports & Community Venue Tax
Attachments: Agreement
Department: General Services Department
Text of Legislative Fite CM -2019-0213
With this agreement Marmon Mok will provide professional Architectural Services to examine
the feasibility to expand the Round Rock Sports Center.
Cost. $20,000.00
Source of Funds: Sports & Community Venue Tax
Cltyo/Round Rock Page f Printed on 7/11/2019