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CM-2022-134 - 6/10/2022DocuSign Envelope ID: E2009C01-3701-47AD-83FB-D6711B2BA9F6 CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR ARCHITECTURAL ANALYSIS, PLANNING AND DESIGN SERVICES FOR THE MULTIPURPOSE COMPLEX EXPANSION WITH LPA, INC. THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for architectural analysis, planning and design services related to the potential expansion of the City owned Multipurpose Complex at Old Settlers Park in Round Rock, Texas (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 LPA, INC., located at 1811 South Alamo Street, Suite 100, San Antonio, Texas 78204 (the "Consultant"). RECITALS: WHEREAS, architectural analysis, planning and design services are desired by the City to assess options related to a potential expansion of the Multipurpose Complex at Old Settlers Park in Round Rock, Texas (the "Project"); and WHEREAS, City desires to contract for Consultant's professional services generally described as architectural analysis and planning services for the Project; and WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS, desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder. NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.0 EFFECTIVE DATE, DURATION, AND TERM A. 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 4877-1079-9391-'ss2 DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D6711B2BA9F6 of the term indicated herein, or is terminated or extended as provided herein. B. This Agreement shall terminate upon completion of the work as described herein. C. 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 SCOPE OF SERVICES Consultant has issued its proposal for services, such proposal for services being attached to this Agreement as Exhibit "A" 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 "A." 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. 3.0 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 "A" and herein, and may not be changed without the express written agreement of the parties. 4.0 CONTRACT AMOUNT Fee: In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant in accordance with the hourly fees set forth in Exhibit "A," in an amount not -to -exceed Thirty -Five Thousand and No/100 Dollars ($35,000.00) for services rendered as described in the attached Exhibit "A." Reimbursable Expenses: Reimbursable expenses shall be in addition to the not -to - exceed fee of $35,000.00 set forth above. Travel reimbursements may be made for meals, travel, and lodging as follows: (1) all travel shall be in coach and not business class; (2) reasonable toll road charges shall be reimbursable; (3) lodging shall be in a hotel located within City limits; and (4) meals shall be reimbursed at an amount not -to -exceed $50.00 per day. This amount includes tips. Travel reimbursements shall only apply to travel in excess of forty (40) miles. It shall be in the sole discretion of the CiqL to determine if expenses are reasonable and qualify for reimbursement pursuant to the terms of the Agreement. Consultant is responsible for providing 2 DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D6711B2BA9F6 all receipts to City for the reimbursement of items set forth above. Receipts shall be provided to the City within thirty (30) days of the expenditure to qualify for reimbursement. Receipts should have enough detail to determine if the requested reimbursable meets these criteria. Costs of personal entertainment, amusements, alcoholic beverages, traffic citations, personal items or illegal activities will not be reimbursed. Expenses due to vacations or personal trips in conjunction with City travel are not reimbursable. Adequate travel time is allowed, but travel expenses are not paid for absences not required by City business. 5.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 6.01 INSURANCE Consultant shall meet all City of Round Rock Insurance Requirements set forth at: hny://www.roundrocktexas.govlwp-content/uRloads/2014/12,rcorr insurance 07.20112.pdf. 7.0 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 DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D671182BA9F6 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 8.0 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. 9.0 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. 10.0 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed 4 DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D671iB2BA9F6 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 (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. 11.0 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 5 DocuS gn Envelope ID: E2099C01-3701-47AD-93FB-D6711B2BA9F6 solely through a newspaper advertisement or other general solicitation. 12.0 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. (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. 13.0 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. C. DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D6711B2BA9F6 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 parry'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 parry'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. 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 parry'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 7 DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D671162BA9F6 the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement (other than Deliverables). Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to the Consultant. City shall have a non-exclusive, non -transferable license to use Consultant's Confidential Information for City's own internal use and only for the purposes for which they are delivered to the extent that they form part of the Deliverables. 14.0 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. 15.0 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. 16.0 INDEMNIFICATION Consultant shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his/her/itself and his/her/its agents or employees, performed under this Agreement, which are caused by or which result from the negligent error, omission, or negligent act of Consultant or of any person employed by Consultant or under Consultant's direction or control. Consultant shall also save and hold City harmless from any and all expenses, including but not limited to reasonable attorneys' fees which may be incurred by City in litigation or otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Consultant, its agents, or employees. 17.0 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 DocuSign Envelope ID: E2099C01-3701-17AD-83FB-D671162BA91F6 assign any rights or delegate any duties under this Agreement without the other parry's prior written approval, which approval shall not be unreasonably withheld. 18.0 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. 19.0 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 2271, 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. 20.0 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. 21.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act on its behalf with regard to this Agreement: 9 DocuS gn Envelope ID: E2099C01-3701-47AD-83FB-06711B2BA9F6 Chad McKenzie Director of Sports Management and Tourism 221 East Main Street Round Rock, TX 78664 The Consultant hereby designates the following representative authorized to act on its behalf with regards to this Agreement: Arash Izadi, ASLA, LEED AP Principal Director of Sport and Recreation 1811 South Alamo Street Suite 100 San Antonio, Texas 78204 22.0 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: LPA, Inc. 1811 South Alamo Street Suite 100 San Antonio, TX 782014 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. DocuSign Envelope ID: E2099C01-370147AD-83FS-D6711B2BA9F6 23.0 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. 24.0 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. 25.0 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. 26.0 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. 27.0 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. DocuSign Envelope ID: E2099C01-370147AD-83FB-D671182BA9F6 28.0 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. 29.0 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. 30.0 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each Phase of this Agreement within the agreed project schedule may constitute a material breach of the Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid 12 DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D6711132BA91=6 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City oIf__ ound Rock, Texas By: Printed Nam : A11 P111ij� Title: _ W1-A qAj Date Signed: D — For City, Attest: Meagan Spi 'c City erk For City, Approved as to Form: By: Step an . Sheets, City Attorney 13 Ds Ds LPA I11c. Q( �� 6-ocuSigned by: C By �w Printed "ame: Jon Mills Title: ^h:rf Operating Officer Date Signed: 02 Docuftned by: By. SAM F(hWtYS Printed : ame: Bra Flowers, Lic. No. 20514 Title: Principal Datc Signed; une 1, 2022 DoCuSign Envelope ID: E2099C01-3701-47AD-83FB-D6711B2BA9F6 1=xhibit "A" IRVINE • SACRAMENTO • SAN DIEGO • SAN JOSE • DALLAS • SAN ANTONIO May 9, 2022 Mr. Brian Stillman CITY OF ROUND ROCK Sports Management and Tourism 1900 West Olive Avenue Burbank, CA 95106 RE: CITY OF ROUND ROCK MUTIPURPOSE COMPLEX EXPANSION LPA REFERENCE NUSER: 1961110 Dear Brian: The following are LPA's services as discussed. Please review and let us know if there are any questions or clarifiecitaons. SERVICES AND FEE PROPOSAL LPA's services for the Round Rock Multipurpose Complex Expansion will be as noted in the following scope document. It is our understanding the City is considering the expansion of the Multipurpose Complex with additional fields to support expanded program uses. The expansion, depending on the selected site, may include up to twelve (12) field, a new field house building similar to the existing complex, parking areas, landscape and general site improvements. The City is considering a variety of potential sites and has requested a preliminary "test fit" for each site to assess its general and high-level viability for inclusion of the noted program and for further exploration and consideration. These test fits are preliminary in nature and will require additional investigation, analysis, and refinement to validate any viability and/or conclusions. Test fits will include rectangular blocks for fields and buildings and general zones for parking and site ingress/egress. LPA proposes the following services, assumptions and clarifications, where and if possible, within the hourly allowance. Conceptual Design Test Fits: • Initial in -person meeting to discuss City goals and potential site locations (previously completed). • Receive and review general aerials, with property line delineation, as provided by the City and to be used as the basis of the conceptual test fits. • Prepare preliminary test fits on each site for the purposes of diligence including: a Up to twelve (12) fields utilizing a 75 Yard x 120 Yard for soccer and football. Fieldhouse bldg. w Allocations for parking areas Potential ingresslegress driveway locations. • Preliminary virtual meeting to review the conceptual test fits. C:IUserslaizad1\6esktop\Round Rock12022_0509 Round Rock MPC Expasion SOS.docx DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D6711B2BA9F6 exhibit "A" • Minor refinement of one (1) site based on comments received in the virtual meeting. • Virtual meeting to review final site plan, • incorporate final City comments on the final site plan. • Prepare two-dimensional colored site diagram of the final refined plan. • Prepare Rough Order of Magnitude Cost Range of final refined plan through an agreed upon contractor working within the local area. • Transmit electronic copies of plans to City for their use. • Additional items as requested by the City within the limits of the hourly service. Disciplines: The services of the landscape Architect and Sports Design Specialist are included in this Scope of Services. Design Meetlnras: The following Meetings are included in this Scope of Services. • One (1) - Initial In -Person Meeting. • One (1) - Virtual Conceptual Test Fit Review. • One (1) - Virtual Final Refined Plan Review. Assumptions: • The Conceptual Test Fits are intended as for spatial analysis to help define how many fields may fit within the proposed site on a flat two-dimensional plane. These are not intended to assess the viability of any site for the intended use, will not consider topographical data, tree locations, steam beds, power lines, slopes or any other improvements. • Conceptual Test Fits will be prepared on City supplied aerials with City defined property lines and/or site constraints. • Field dimensions will be limited to 75 Yards by 120 Yards. • No building or architectural plans will be prepared. The building will be limited to a footprint rectangle to match the existing field house building. • Schematic Design, Design Development, Bidding Services, Construction Contract Administration, site investigation, detailed drawings and utility coordination are excluded. • Coordination with any agency is excluded. • The scope is limited to the items noted. Proposed Compensation: As discussed, the work effort for the services noted will be billed on an hourly basis with a preliminary not to exceed budget of $35,000 and pending the actual work effort and requested services. Proposed Allowance: $35,000 Reimbursables will be billed as incurred and at 1.2 times the cost. C:Wsers\aizadilDesktoplRound Rock12022_0509 Round Rock MPC Expasion SOS.docx DocuSign Envelope ID: E2099C01-3701-47AD-83FB-D6711B2BA9F6 exhibit "A" BILLING RATES LPA BASIC HOURLY RATE SCHEDULE Principal $280.00 Director $240.00 Discipline Director $260.00 Project Director $250.00 Project Leader $200.00 Design Coordinator II $170.00 Manager $165.00 Design Coordinator 1 $145.00 Senior Specialist $140.00 Designer III $135.00 Specialist 111 $110.00 Designer II $120.00 Specialist 11 $95 00 Designer 1 $110.00 Specialist 1 $85.00 NOTE: These rates become effective March 2022 and are subject to change annually. City of Round Rock ROUND ROdC TExA Agenda Item Summary Agenda Number: Title: Consider executing a Professional Services Agreement with LPA, Inc. for architectural analysis, planning, and design services related to the potential expansion of the Multipurpose Complex. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 6/10/2022 Dept Director: Chad McKenzie - Director Sports Management Cost: $35,000,00 Indexes: Multipurpose Complex Fund Attachments: Department: Sports Management & Tourism Text of Legislative File CM-2022-134 Professional services contract for architectural analysis, planning and design to assess options related to a potential expansion of the Multipurpose Complex. Cost: 35,000.00 Source of funds: Multipurpose Complex Fund City of Round Rock Page 1 of 1