CM-2021-099 - 4/16/2021CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO A
RECREATION CENTER NEEDS ASSESSMENT
WITH
BARKER RINKER SEACAT ARCHITECTURE, P.C.
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 recreation center
needs assessment (the "Agreement") is made by and between the CITY OF ROUND ROCK, a
Texas home -rule municipal corporation with offices located at 221 East Main Street, Round
Rock, Texas 78664-5299, (the "City") and BARKER RINKER SEACAT ARCHITECTURE,
P.C. located at 3457 Ringsby Court, Unit 200, Denver, Colorado 80216 (the "Consultant").
RECITALS:
WHEREAS, City has determined that a needs assessment is required to evaluate the
existing recreation center and programs and identify the needs related to a new recreation center;
and
WHEREAS, City desires to contract with Consultant 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 be until full and satisfactory completion of the work
specified herein is achieved. The work specified herein is estimated to be completed by
November 30, 2021.
rZp2_1 0747
nn 9118.ss2
City reserves the right to review the Agreement at any time, and may elect to terminate
the Agreement with or without cause or may elect to continue.
2.0 CITY SERVICES
City agrees to provide the services to Consultant as described in Exhibit "A" titled "City
Services," incorporated herein by reference for all purposes.
3.0 SCOPE OF SERVICES
Consultant has issued its proposal for services, such proposal for services being attached
to this Agreement as Exhibit "B" titled "Scope of Services," which shall be referred to as the
Scope of Services of this Agreement and incorporated herein by reference for all purposes.
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit "B" in the pursuant to the schedule set forth in Exhibit "C," attached hereto and
incorporated herein by reference. Consultant shall perform services in accordance with this
Agreement, in accordance with the appended Scope of Services and in accordance with due care
and prevailing consulting industry standards for comparable services.
4.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumerated in Exhibit "B," attached
hereto and incorporated herein by reference, and may only be modified by a written
Supplemental Agreement executed by both parties as described in Section 10.0.
5.0 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant an amount not -to -exceed Forty -Nine Thousand Nine Hundred
Thirty -Eight and No/100 Dollars ($49,938.00) as set forth in Exhibit "D" titled "Fee
Schedule," incorporated herein by reference for all purposes.
6.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
4
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
7.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
https:'`www.roundrocktexas. og v;'wp-content/uploads/2014/12/corr_insura_nce 07.20112.pdf, as
evidenced by a Certificate of Insurance attached as Exhibit "A," incorporated herein by
reference.
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the services under this Agreement are completed, or the date the City receives a correct
invoice for the services, whichever is later. Consultant may charge interest on an overdue
payment at the "rate in effect" on September I 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 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 service performed that
causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
9.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may affect
such termination by giving Consultant a written notice of termination at the end of its then -
current fiscal year.
10.0 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.
11.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City or Consultant may
terminate this Agreement for the convenience of the City or Consultant, upon thirty (30) days'
written notice to Consultant or City, 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
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.
4
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
12.0 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
13.0 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.
5
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
14.0 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
6
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables''); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant shall have the right to retain
copies of the Deliverables and other items for its archives. Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. "Working papers" shall mean those documents prepared by Consultant during the
course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how, concepts, techniques, methodologies, ideas, templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the
extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
exclusive, non -transferable, royalty -free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
7
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
City shall have a non-exclusive, non -transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to
the extent that they form part of the Deliverables.
15.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industrial standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this representation.
16.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
set forth herein, then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
Neither party's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
17.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her�its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation as a
result of such negligent activities by Consultant, its agents, or employees.
8
18.0 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.
19.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and,:or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
20.0 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,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of a 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.
21.0 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.
E
22.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Katie Baker
Parks Development Manager
301 W. Bagdad Avenue, Suite 250
Round Rock, Texas 78664
(512) 341-3355
kbaker ci.roundrocktexas.,gov.
The Consultant hereby designates the following representative authorized to act on its
behalf with regard to this Agreement:
Jason Ringdahl
Principal in Charge
3457 Ringsby Court
Unit 200
Denver, CO 80216
(303) 455-1366
jennakatsaros"«; brsarch.com
23.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Barker Rinker Seacat Architecture, P.C.
3457 Ringsby Court
Unit 200
Denver, CO 80216
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
Hi
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.
24.0 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.
25.0 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.
26.0 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.
27.0 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.
28.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
29.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
30.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
31.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
Project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
12
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 on the following page.]
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Roknd Rock, T
Title:
Date S
For City, Attest:
By: SXVOA
Sara L. White, City Clerk
For City, . pproved as to Form:
By: ..
Stephan L. Sheets, 'ity Attorney
14
Barker Rinker Seacat Architecture, P.C.
By:
Printed NKrrinc"ipal
Jaso ingdahl
Title: in Charge____
Date Signed: 4/12/2021
BPS - Round Rock TX Proposal for Architectural Consultant Services for Recreation Center Needs Assessment
April 2, 2021
EXHIBIT A
City Services
Barker Rinker Seacat (BRS) Architecture will assist the City of Round Rock (City) in a Recreation
Center Needs Assessment for a new facility. BRS Architecture recognizes the City will lead the
public outreach to get an understanding of the citizen's and community's needs and desires for a
new recreation center. BRS will provide back-up materials for public outreach which includes
survey questions, building program options); hard cost budgets, soft cost budgets, escalation,
total project budget; mission, vision and goals of the project.
It is also our understanding the City will analyze and prepare a market analysis, proforma and
operations analysis. BRS will review and comment on these items for further discussion and
refinement. Working in conjunction with City staff, BRS will make the final analysis and final
recommendations.
Once the needs are identified BRS will work with the City to balance the City indoor recreation
system and right size the new building.
BRS —Round Rock TX Proposal for Architectural Consultant Services for Recreation Center Needs Assessment
April 2, 2021
EXHIBIT B
BRS Professional Services
Barker Rinker Seacat (BRS) Architecture will assist the City of Round Rock in a Recreation Center
Needs Assessment for a new facility. Our professional services include an evaluation of your
existing recreation center function and programs to identify and quantify space prioritization for
both the new recreation facility as well as renovation of the existing facility to balance the indoor
recreation needs of the Round Rock Parks and Recreation system. Also, included in this proposal
is the evaluation of potential building site(s) in the form of conceptual design which will be useful
for the City to consider next steps of the development of these recreation amenities. Deliverables
include a building program with conceptual plan and total project budget based on the project
schedule provided by the City of Round Rock.
The final deliverable will include information on the Existing Facility Evaluation, Programming,
Building Program, Concept Space Design, MissionNision/Goals, Precedent Images, Operations
Evaluation and Budgeting, Market Analysis & Comparative Facility Benchmarking with the later
pieces of information provided by the City.
PROPOSAL EXCLUSIONS
The following services and products are not included within this proposal:
1. Detailed Cost Estimating beyond providing an Opinion of Probable Cost using our historical
recreation facility data.
2. Detailed Soft Cost Budgets beyond assuming historical % of total project costs.
3. Services or products requested beyond the Scope of Work outlined in the Work Plan
4. Surveys —Topographic and boundary surveys
5. Geotechnical and hydrological reports
6. Existing on -site and off -site utility information and plans
7. Base information — AutoCAD base files indicating property lines, building footprints, plans,
elevations, sections and details of proposed buildings and any other architectural feature, curbs,
setbacks, existing and proposed utilities and improvements. BRS assumes that either the City of
Round Rock will prepare and furnish these base files or contract with an outside professional
organization for this Scope of Work as needed.
BRS -Round Rock TX Proposal for Architectural Consultant Services for Recreation Center Needs Assessment
April 2, 2021
EXHIBIT C
Work Schedule
Barker Rinker Seacat (BRS) Architecture proposes to begin work Monday April 5th with the initial kickoff
meeting (virtual). Approximately five weeks later we will have a workshop and tour of the City's existing facilities.
There will be three additional workshops with two being virtual meeting workshops and the other in -person. A
final report will be generated and provided in October 2021. BRS will present the final Needs Assessment to
Round Rock City Council.
A timeline and Scope of Tasks provided below.
I Activity / Timeline Scope Description )Tasks & Products)
pariod it = B-qck.qrQu-id Materi-i 1,1:.1 CrMp.7l'or
NTP - TBD • City of Round Rock (CRR) to convey the following materials to BRS as soon as possible)
111 - 2 weeks) • Existing facility information plans, programs offered, User groups; ages/grades,ete.,
• Program information developed to date, Existing Program Spaces & Wish lists
• Existing Site information for the proposed site(s)
• Existing Site Survey, Utility, Drawings, Etc.
• Current budget information, limitations or constraints
• Current public outreach findings
Conference Call: reject K:ckofl Cal: -.--1 -I!nc,I..L,i:.
TBD Commit • !Needs Assessment Contract, Schedule & Scope
Consider • Operational Cost/Recovery goals for Card Game development
Consider • Stakeholder Group and level of involvement (who will be on Executive Committee)
Consider • Public meeting dates & goals
Consider • Current Public Outreach findings
13 - 4 weeks) Work Period # 1 Prep
• Begin analyzing prospective sites (constraints, challenges opportunities) develop scoring
tools
• Prepare BRS Card Game
• Prepare National Slide Tour of Indoor Recreation Spaces/Trends
• Prepare existing facility analysis tools
• Prepare materials for Workshop 1
• Develop presentation show
• Othertask&
• Collect existing project information: plans, reports, etc., (all existing data available)
• Review existing site conditions and constraints
• Review operational strategies to date
• Review market analysis data to date
• Collect examples of similar ideal spaces at other institutions
Wgrk3hu #1 Pu jest Ki0off• Missiqni!Goals. Program, Existing Fa6iije5 Ass+:�sment & Site
E-e3 u9"c`l, Data Cj.lectior. Marke- .4naIyI_&fikosAmzLJjLg Understanding
TBD • Kickoff Meeting / Team Introduction
Day One - Round Rock Commit • Time frame for work plan
Facility Assessment Commit • Dates for Workshops/Conference Calls, Stakeholder meetings
Commit • Dates for any public input/meeting & goals
Commit • Needs Assessment study process/schedule
Confirm • All deliverables, project budget, program, concepts, and review of operational
goals/expectations/market analysis
Confirm • CRR's goals and objectives for the project
BRS - Round Rock TX Proposal for Architectural Consultant Services for Recreation Center Needs Assessment
April 2, 2021
Confirm
•
Client input process requirements
Confirm
•
Conceptual building budget/ total project budget
Consider
•
Project mission & vision statement confirmation
Consider
•
Sites to be studied (1-2 Potential site locations for new facility)
Consider
•
Analyze existing facility data collection - assessment 1 evaluation
TBD
Commit
•
Tour existing facilities & potential new sites
Day 2 - Programming,
Confirm
•
Present National Slide Tour of Recreation Center Spaces 1 Trends
Operations & Market
Confirm
•
Participate in BRS Card Game exercise
Review
Consider
•
Project'Wish List/Prioritization" program components. Include existing facility evaluation
Consider
•
Preliminary Project/Construction Budget
Consider
•
Existing Benchmarking Data available from BRS and determine if additional data is needed
Consider
•
Cost recovery expectations (by CRR)
Consider
•
Market analysis and demographic analysis considerations (by CRR)
Consider
•
Operational strategies (by CRR)
Travel (1 Person Denver,/ Person Dallas)
'gVu�k ��rii,�l- f3eYEIV;
May 6 - June 8
Request additional existing project information (not yet received)
5 weeks
Create meeting minutes and distribute
•
Create vision statement for review
•
Review work to date, surveys, programs, plans, estimates and all previous data
•
Analyze potential site locations (1-2) including existing sites
•
Incorporate existing facility evaluation feedback of Space/Program elements # "wish
list/Prioritization" program components into a single or phase concept program
• Create preliminary project budget model spreadsheet and draft capital cost estimate for
construction based on work to date and "wish list" program (1-2 sites)
• Create presentation materials for Workshop 2
• Draft vision statement
• Site analysis evaluation
• Existing facilities evaluation
• Develop preliminary program cost/budget model, with phasing as necessary
• Consider loose bubble diagrams to support program concepts if needed
• Review City's benchmarking data
• Review City's market analysis investigation
• Review City's preliminary cost recovery / expense
• Prep for public meeting
• Prepare Refined National Slide Tour for Public meeting presentation
• Prepare Refined Dot-o-cracy board based on executive team feedback for Public
Wrkshop #2 - Program Refinement and (3elat'crSSj1pst.Sitr; �P1prtipi7,.E}.,rtgn Cost Budget
I_!'r;dr: Fe i 1: rr tarid Perfurrralicj8 Inditatyrs
Wed. June 9, 2021
• Team Meeting with CRR:
(Day 1 -Workshop in
Confirm
• Project mission, vision, goals and objectives
Round Rock)
Confirm
• Site analysis & selected site
Consider
• Project program, initial concept design, adjacency and options for building and site (Test Fit)
Consider
• Ideal program areas and relationships for both building and site
Consider
• Project program construction cost budget
Consider
• Preliminary total project budget model
Consider
• Preliminary recreation center cost recovery expectations and capital cost estimates for
construction based on workto date of wish list program options.
Parlici�a w in C iupTi ni u ii icy i]pen I'fo"y!Pub11.0 %Ieetir)g 1
(Evening Public
• Participate in community open house (program spaces/ options)
Meeting)
BRS . Round Rock TX Proposal for Architectural Consultant Services for Recreation Center Needs Assessment
April 2, 2021
• Present National Slide Tour of Recreation Center Spaces/ Trends
• Play Dot-o-cracy as participatory exercise for program spaces & site amenities
• Gather and collect results
2.4
Follow uP viiPh �xEcri 6ve Te
Thu. June 10, 2021
Confirm • Re -cap of Committee and Open House Input
(Day 2 - morning)
Confirm • Re -Balance of program,i budget} schedule as needed
Confirm • Re -Balance project status and operational goals, as needed
Confirm • Program prioritization and new site selection/ evaluation to date
• Review commitments & next steps
Travel (2 Person Denver,1 Person Dallas)
3.1
.LLkyt�r,ud.jU_- jj.4tt frWa� F.['"r 1�1 j4 A4.j%yj1k.SS1e�.�dSite-,Draft
Market Analysis Benmarki{,g.& Prnfarma Data
June 11 - July 16
• Create meeting minutes and distribute
15 weeks)
• Finalize Vision Statement for review
• Finalize final site location for new facility
• Refine project program for overall project, and phasing as needed
• Refine project budget model spreadsheet and capital cost estimate for construction based
on work to date and pnonty'wish Iisf
• Develop concept plans for renovation/ new addition of each facility + New facility
• Create final materials for Preliminary Report
• Refine updated program and space elements
• Develop phasing options (if necessary)
• Develop presentation plans based on Workshop #2
• Update detailed project schedule
• Review cost recovery { expense operation model
• Review market analysis investigation
• Review benchmarking comparisons/analysis
•
Issue preliminary Needs Assessment Report
�:.y3 - Re'd9Bw Pcelilriina, -, Repo
July 20, 2021
Executive Team Meeting with CRR:
Conference Call to
Commit
•
Project mission, vision, goals and objectives
Review Preliminary
Commit
•
Selected Site concept
Report
Confirm
•
Project program for each existing and new facility, concept plan design, potential phasing,
adjacency
for building and site
Confirm
•
Preliminary total project budget model
Confirm
•
Market analysis findings
Confirm
•
Final benchmarking data
Confirm
•
Updated operational evaluation based on current program and conceptto date
4.1 Yygrk Per+od 04 - Finalize Program, P# asirtg, Site g1}d gq R ftto.& L-t, A,�g1y�F5,
fur ma&BLqnclrir.ardri .D0Ia
July 21 - Aug. 25 • Create meeting minutes and distribute
16 weeks) • Provide final edits to the preliminary report based on review and comments from Ex. Team
• Create final presentation
4.2
Sept. 2021
Conference Call to
Review Preliminary
Report
Work shop #4-Nuuds AssfssrnentfTt-SP a_FPtdback
• Team to present the Needs Assessment overview
Commit • Project mission, vision, goals and objectives
Commit • Project program, plants) and adjacencies
Commit • To building concept plan and phasing options
Commit • Project conceptual cost budget
Commit • Market analysis (by City)
BRS Round Rock TX Proposal for Architectural Consultant Services for Recreation Center Needs Assessment
April 2, 2021
Commit • Proforma analysis (by City)
5.1 YL.-K Pt:riod #5 - Admist findI Report based or Fresu-Itario.9 Fuedbar�.
11 week) • Gather feedback from client group & stakeholders at Needs Assessment presentation
• Compile and transmit final report
5.2 Funs' Study Cmpletivi,
Oct. 2021 • Issue Final Recreation Center Needs Assessment to City of Round Rock
5.3 Needs Assessment Presentation to City Council
Oct. 2021 Travel 11 Person Dallas)
BRS — Round Rock TX Proposal for Architectural Consultant Services for Recreation Center Needs Assessment
April 2, 2021
EXHIBIT D
Fee Schedule
For services as outlined in Exhibit C, the detailed Work Plan, Barker Rinker Seacat (BRS)
Architecture proposes a fee of $44,719 (Forty -Four Thousand, Seven Hundred and Nineteen and
00/100 US Dollars), PLUS $5,218 of estimated reimbursable expenses, for a total Lump Sum Fee of
$49,938.
Reimbursable expenses will be invoiced only as they are incurred. BRS will invoice the City
monthly, based on a percent complete of the total contract amount.
ADDITIONAL SERVICES
Additional Services beyond those set forth within the Scope of Services identified in the Work
Plan may be provided if authorized or confirmed in writing by the City of Round Rock and they
shall be paid for by the City of Round Rock in addition to the compensation for basic services.
Additional Services also include services resulting from significant changes in the general scope
of the work plan, but not limited to, changes in complexity, schedule or revising previously
accepted studies, reports, or design documents when such revisions are required by changes in
laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably
anticipated prior to the preparation of such studies, reports or documents, or are due to any other
causes beyond Barker Rinker Seacat`s control.
BRS 2021 Hourly Rates
Barker Rinker Seacat Architect Staff Hourly Rate
Jason Ringdahl, AIA Principal $200
Mick Massey, Project Planner $195
Jenna Katsaros, Facility Performance Advisor $155
Architectural Designer, TBD $140
Client#: 1086376 EXHIBIT E BARKERIN
DATE (MWDDNWY)
ACORD,. CERTIFICATE OF LIABILITY INSURANCE 410112021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endors .ment. A statement on
this certificate does not confer any rights to the certificate holder In lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
USI Insurance Services, LLC V No Exc:800873-850Q FAX
(A/C, No]:
P.O. Box T050 E-MAIL
ADDRESS:
Englewood, CO 80155
SOO 873-8500 INSURER(S) AFFORDING COVERAGE NAIL A
INSURER • Hartford Casualty Insurance Company 29424
INSURED
Barker Rinker Seacat Architecture, P.C.
3457 Ringsby Court, Unit 200
Denver, CO 80216
COVERAGES
CERTIFICATE NUMBER:
INSURER B : Hartford Ins Co of the Midwest 37478
INSURER C : Travelers Casualty & Surety Co. of Amer 31194
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR
TYPE OF INSURANCE
ADDLiSUOR L
WVD
POLICY NUMBER
POLICY
MM10DIYYYY
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
X
X
34SBWIJ5524
0812012020
08/2012021
EACH
S1,000,000
�OCCURRENCE
PREMISES EaEocccuence
$1 000 000
CLAIMS -MADE X OCCUR
MED EXP (Any one person)
S 1 O OOO
PERSONAL &ADV INJURY
$1,000 000
GEN'L
GENERAL AGGREGATE
52,000,000
AGGREGATE LIMTAPPLIES PER;
POLICY [ X' JECOT I I LOC
PRODUCTS, COMP/OP AGG
S 2,000,000
$
OTHER
A
AUTOMOBILE LIABILITY
X
X
34SBWIJ5524
8/20/2020
08120/2021
CEa OMBINED SINGLE LIMITaccident
$� r 1 000 000
BODILY INJURY (Per person',
S
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accldenq
S
PROPERTY DAMAGE
Per ecddera
S
X AUTOS ONLY X NON-OWNEO
AUTOS ONLY
S
A
X
UMBRELLA LIAR
X
OCCUR
X
X
34SBWIJ5524
0812012020
08120/2021
EACH OCCURRENCE
s2,000,000
AGGREGATE
s2.000.000
EXCESS LIAB
CLAIMS -MADE
DED I X RETENTION S10000
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE �Y! N
OFFICERIMEMBER EXCLUDED? I" r
(Mandatory In NH)
N I A
X
34WECID3380
0812012020
08120/2021
X PER sTAT OTH-
E L EACH ACCIDENT
S1000 000
E L DISEASE • EA EMPLOYEEI
S1 000 000
E L DISEASE . POLICY LIMIT
I S1 ,000,000
IF yes, describe under
DESCRIPTION OF OPERATIONS below
C Professional 106355450 0812012020 08120/2021 $2,000,000 per claim
Liability $3,000,000 annl aggr.
Claims Made
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space Is required)
As required by written contract or written agreement, the following provisions apply subject to the policy
terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic
Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under
Automobile Liability; and Additional insureds under Umbrella I Excess Liability but only with respect to
liability arising out of the Named Insured work performed on behalf of the certificate holder and owner.
(See Attached Descriptions)
Evidence of Insurance
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
01988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD
#S316785561M29382573 TXMBC
DESCRIPTIONS (Continued from Page 1) 1
The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non
contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability,
Umbrella/Excess Liability and Workers Compensation. The Umbrella 1 Excess Liability policy provides excess
coverage over the General Liability, Automobile Liability and Employers Liability.
Please note that Additional Insured status does not apply to Professional Liability or Workers'
Compensation.
SAGITTA 25.3 12016103) 2 of 2
#5316785561M29382573
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing a Professional Consulting Services Agreement with Barker
Rinker Seacat Architecture, P.C. for a recreation center needs assessment.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/16/2021
Dept Director: Rick Atkins, Director
Cost: $49,938.00
Indexes: General Self -Financed Construction
Attachments: Professional Consulting Agreement for a Recreation Center Needs Assesment
with BRS (04 12 21) SIGNED, LAF - Professional Consulting Services Agreement
BRS Architecture for Recreation Needs Assessment (04 12 21) (00469498xA08F8)
Department: Parks and Recreation Department
Text of Legislative File CM-2021-099
This item allows the City to work with Barker Rinker Seacat (BRS) Architecture to complete a Needs
Assessment for a new recreation center facility. This Agreement includes an evaluation of the Clay Madsen
Recreation Center function and programs as well as recommendations for a new facility that balance the
indoor recreation needs of Round Rock Parks and Recreation. As part of this Agreement, BRS will also
complete a conceptual site design and budget, assist with a public input process, perform a market
analysis, and provide an operations plan.
At the most recent City Council Retreat, PARD was tasked with completing a Needs Assessment for a
second recreation center in anticipation of future bond elections. BRS Architecture is an expert in the field
and has assisted numerous communities across the country with feasibility studies and needs
assessments.
Cost: $49,938.00
Source of Funds: General Self -Finance Construction
City of Round Rock Page I of 1