R-2025-176 - 7/10/2025 RESOLUTION NO. R-2025-176
WHEREAS, the City of Round Rock ("City") desires to retain professional consulting
services, specifically architectural services, related to an Assessment and Masterplan for the Expansion
and Renovation of the Clay Madsen Recreation Center; and
WHEREAS, Brinkley Sargent Wiginton Architects has submitted an Agreement for
Professional Consulting Services to provide said services; and
WHEREAS, the City Council desires to enter into said agreement with Brinkley Sargent
Wiginton Architects,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a
Professional Consulting Services Agreement Between the City of Round Rock and Brinkley Sargent
Wiginton Architects Related to the Expansion and Renovation of CMRC, a copy of same being
attached hereto as Exhibit"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 10th day of July, 2025.
1,4
CRAPTAORGAff, Mayor
City of Round R ck, Texas
ATT T:
AN ANKL , City Clerk
0112.20252;4909-1262-5745
EXHIBIT
A
PROFESSIONAL CONSULTING SERVICES AGREEMENT
BETWEEN THE CITY OF ROUND ROCK
AND BRINKLEY SARGENT WIGINTON ARCHITECTS
RELATED TO THE EXPANSION AND RENOVATION OF CMRC
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, specifically architectural
services, related to an Assessment and Masterplan for the Expansion and Renovation of the Clay
Madsen Recreation Center (the "Agreement'), is made on this --day of
2025, 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
BRINKLEY SARGENT WIGINTON ARCHITECTS, located at 4851 LBJ Freeway, Suite 800,
Dallas,Texas 75244-6044(the"Consultant").
RECITALS:
WHEREAS, City has determined that it has a need for professional consulting services,
specifically architectural services, related to an Assessment and Masterplan for the Expansion
and Renovation of the Clay Madsen Recreation Center hereinafter"Consulting Services;"and
WHEREAS,City desires to contract with Consultant for the Consulting 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, 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 set forth in the introductory
paragraph above and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein or is terminated as provided herein.
B. The term of this Agreement shall commence upon execution and terminate upon
successful completion of the work.
C. City and the Consultant reserve the right to review the Agreement at any time and
may elect to terminate the Agreement with or without cause.
4938-6398-9324
2.0 SCOPE OF SERVICES
A. Consultant has provided its proposal for Consulting Services, such proposal for
Consulting Services being attached hereto as Attachment "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.
B. Consultant shall satisfactorily provide all Consulting Services described herein
and as set forth in Attachment "A." Consultant's undertaking shall be limited to performing
Consulting Services for City and/or advising City concerning those matters on which Consultant
has been specifically engaged. Consultant shall perform the Consulting Services in accordance
with this Agreement in a professional and workmanlike manner pursuant to the work schedule
agreed upon by both parties.
3.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing the Consulting 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
Attachment"A," and may only be modified by a written Supplemental Agreement executed by
both parties as described in Section 9.0.
4.0 CONTRACT AMOUNT
A. In consideration for providing the Consulting Services, Consultant shall be paid
on the basis of actual hours worked provided by Consultant in accordance with the Fee Schedule
attached hereto as Attachment "B" at the rates set forth in Attachment "C," and said exhibits
are incorporated herein by reference for all purposes.
B. Consultant's total compensation for Consulting Services hereunder shall not
exceed $215,732.00, which shall consist of $207,372.00 for basic services and reimbursable
expenses and $8,360.00 for additional services. This amount represents the absolute limit of
City's liability to Consultant hereunder unless same shall be changed by Supplemental
Agreement, and City shall pay, strictly within the not-to-exceed sum recited herein, Consultant's
fees for work done on behalf of City.
5.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
A. Invoices: To receive payment, Consultant shall prepare and submit detailed
invoices to the City, in accordance with the delineation contained herein, for Consulting Services
rendered. Such invoices for Consulting Services shall track the referenced Scope of Work, and
shall detail the Consulting 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.
2
B. Backup Material. Should additional backup material be requested by the City
relative to Consulting Services, Consultant shall promptly comply. 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.
C. 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 S herein.
D. Taxes. The City is exempt from Federal Excise and State Sales Tax. Therefore,
such taxes shall not be included in Consultant's invoices.
6.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
hitps: www.roundrocktexas.gov,wp-content uploads,2024 12 CQRR-Insit rance-08-2024.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 performance
of the Consulting Services under this Agreement are completed, or the date the City receives a
correct invoice for the Consulting 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:
(1) 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
(2) 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
(3) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(4) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
3
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
Consulting 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.
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 Consulting
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 AND DEFAULT
A. Termination: It is agreed and understood by Consultant that the City may
terminate this Agreement for the convenience of the City, upon written notice to Consultant (the
"Date of Termination,") 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 Date 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
B. 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
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 Consulting 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 Consulting 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 Consulting Services required by this
Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the Consulting 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 AND MATERIALS OWNERSHIP
Any and all programs,data, or other materials furnished by the City for use by Consultant
in connection with the Consulting 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
6
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.
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
Consulting 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.
14.0 WARRANTIES
Consultant represents that all Consulting 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.
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 Consulting Services to the City's
reasonable satisfaction at no additional charge, or (b) if such deficient Consulting 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.
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/heritself 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.
8
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
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.
18.0 LOCAL, STATE,AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing Consulting 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 Consulting 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 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.
9
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
D. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies 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 REPRESENTATIVE
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Richard Will
Manager, Building Construction
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3311
richardwilliiz roundrocktexas.gov
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 or email address as below; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated below.
10
Notice to Consultant:
Brinkley Sargent Wiginton Architects
4851 LBJ Freeway
Suite 800
Dallas,Texas 75244-6044
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephanie L. Sandre, 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.
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.
I
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 Consulting Services, responsibilities and duties specified herein and that such
Consulting 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.
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
(A) Time is of the Essence. Consultant agrees that time is of the essence and that any
failure of Consultant to complete the Consulting Services for each Phase of this Agreement
within the agreed Project schedule may constitute a material breach of the Agreement.
12
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.
(B) 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.
(C) 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.
(D) 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.
(E) 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.]
13
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
Brinkley Sargent Wigintonl Architects
Printed Name:
Title: G� p
Date Signed:
City of Round Rock, Texas
By:
Printed Name:
Title:
Date Signed:
For City, Attest:
By:
Ann Franklin,City Clerk
For City,Approved as to Form:
By:
Stephanie L. Sandre, City Attorney
14
Scope of Services
BRINKLEY SARGENT WIG NTON
A R C H I T E C T S
May 7,2025
Richard Will
Superintendent Building Services
General Services
City of Round Rock
212 Commerce Boulevard
Round Rock,Texas 78664
RE: Clay Madsen Assessment and Masterplan
Dear Richard:
We are pleased to submit this Consulting Services Proposal for park master planning,and facility due diligence review and
architectural programming for expansion and renovations to the Clay Madsen Recreation Center.This agreement is
between the City of Round Rock Texas("City")and Brinkley Sargent Wiginton Architects,Inc.("BSW").
ARTICLE 1: PROJECT UNDERSTANDING AND SCOPE OF WORK
1.1 Project Understanding: The Clay Madsen Recreation Center is an existing public recreation facility located within a
larger park site along Gattis School Road in the City of Round Rock,Texas.Originally constructed in 2000,the facility
serves a wide range of community recreation needs and includes indoor amenities, covered pickleball courts,
adjacent athletic fields, and access to the Greater Lake Creek Trail. In 2023, the City of Round Rock passed a $20
million bond to support improvements to the facility and site.Following recent land acquisition,approximately$18
million remains for implementation(total project cost).
1.2 This project will develop a park master plan that explores the following development goals:
1.2.1 Phased renovation/expansion of the existing facility in place with the current budget.
1.2.2 Coordinating this expansion within the context and planning of future park development.
1.3 The master plan will reflect current recreational needs,as determined with the city and including a phasing strategy
with Opinions of Probable Construction Costs(OPCCs)to guide funding and potential future bond planning.The plan
will be informed by input from city parks department and finalized for presentation to City Council.The project will
be completed as a single planning phase.
1.4 A due diligence assessment of the existing park site will be performed including civil and landscape reviews. This
will include:
1.4.1 Site visits to review existing conditions.
1.4.2 A site survey including topography,field marked utilities and boundary.
1.4.3 Review the regulatory requirements for the development of the site to include zoning, site plan, platting,
driveway locations,setback requirements,landscape requirements,storm water detention requirements,
site drainage patterns/off site drainage,and traffic and access concerns.
1.4.4 Research Jurisdictional Waters of the US,FEMA floodplain,and Edwards Aquifer Transition/Recharge Zone
limits relating to the site location.
1.4.5 Review available data and evaluate the capacity of the existing water,storm sewer and wastewater serving
the site. Review will include locations of existing manholes,stub outs and existing fire hydrants.
4851 LBJ Freeway,Suite 800,Dallas,Texas 75244-6044 (972)960-9970 BSW-architects.com
DALLAS I HOUSTON I WACO I AUSTIN
Scope of Services
1.4.6 Contact Franchise Utility companies to determine service availability—Gas, Electric,Telephone, Cable.
1.4.7 Review of tree preservation and landscape requirements.
1.5 A due diligence assessment of the existing recreation center will be performed.This will include:
1.5.1 Limited visual(non-destructive)architectural,aquatic and MEP reviews to ascertain the general condition
of the building and its major functional systems.
1.5.2 Work with the City to determine select portions of the exterior cladding to be removed for further analysis
by BSW's envelope consultant. Facade removal and repairs will be contracted separately by the City.
1.6 Develop opinions of probable costs for expansion of the recreation center as described in section 1.2 above and
repairs stemming from section I.S.
ARTICLE 2: BASIC SERVICES ASSUMPTIONS:
The Consultant shall provide,for the Basic Fee,services described as follows:
2.1 Data Collection and Site Analysis
2.1.1 Attend a Kickoff Meeting to establish project program and communication protocols.
2.1.2 Obtain and review plans,maps,and records provided by the Client and/or the city.
2.1.3 Conduct preliminary field visits.
2.1.4 Prepare a graphic representation of findings of the Project site analysis utilizing site visits and other
available information.
2.1.5 Deliverables:
2.1.5.1 Site analysis diagrams illustrating the project opportunities and constraints findings.
2.1.5.2 Site survey data and due diligence reports.
2.1.5.3 Recreation center due diligence reports.
2.1.6 In-person meetings(beyond field work)for this phase are limited to two(kick-off and reporting). Rest of
meetings are anticipated to be virtual.
2.2 Preliminary Master Plans
2.2.1 Following the analysis and outreach phases the consultant will work with the Client and city parks
department to develop a visioning document to illustrate the vision and goals for the project and guide the
development of the master plan.
2.2.2 Based on the culmination of the comprehensive data collection, site analysis, staff input and visioning
process prepare preliminary Master Plans.
2.2.3 Deliverables: Master Plans in hard copy and digital format which will include 2 preliminary park master
plan scenarios based on the two contemplated indoor recreation scenarios(expansion versus new).
2.2.4 Present draft plans, preliminary opinions of probable construction costs and proposed phasing for review
and comment
2.2.5 Meetings are limited to two(2)and presentations are limited to three(3.)
2.3 Final Master Plans
2.3.1 Incorporate input from preliminary master plan comments.
2.3.2 Finalize the plans,opinions of probable construction costs and phasing
2.3.3 Submit draft plan for review and incorporate input to finalize the plan.
2.3.4 Prepare presentation for council with input from City.
2.3.5 Present Master Plan to City Council.
2.3.6 Deliverables: Master Plan in digital format.
2
Scope of Services
2.3.7 Meetings are limited to two(2)and presentations are limited to three(3.)
ARTICLE 3: ADDITIONAL SERVICES:
Any services requested by the Client that are not specifically listed in this Proposal are considered Additional Services.
Additional Services are not included in the Basic Fee and shall be agreed upon In advance by amendment or separate contract
prior to execution.
ARTICLE 4: COMPENSATION:
The City shall compensate the consulting team as follows:
4.1 Refer to Exhibit 4.1 for fees and estimate for reimbursables.
4.2 Refer to Exhibit 4.2 for BSW hourly rates.
ARTICLE 5: EXCLUSIONS:
The following items are specifically excluded from this Scope of Services:
5.1 Environmental investigations or remediation recommendations,such as but not limited to:
5.1.1 Asbestos
5.1.2 Lead
5.1.3 Mold
5.2 Re-zoning or variance submittals. Proposal assumes the project is currently permittable.
5.3 Any other services not explicitly stated.
ARTICLE 6: OPTIONAL SERVICES:
The following items are presented as Optional Services:
Platting to combine properties $7,600
Easements by separate instrument(each) $2,500
ARTICLE 7: CONTINUATION:
7.1 The Owner shall have the right to continue with the consultant to develop full design services for the project
at completion this phase.This continuance would be accomplished as part of a new contract.Credit for this
study shall be provided in the continuance contract provided scope does not materially change.
We look forward to working with the City on this project I W��
Stephen Springs,FAIA
cc: Denny Boles,AIA
3
Exhibit B - Compensation
Apr-25
Due diligence
Discipline Consultant BSW
Arch-BSW $ 20,000
Accessibility $ 1,000
Envelope $ 7,700
Civil $ 9,600
Survey $ 8,300
Pool $ 14,000
MEP $ 17,500
Total Due Diligence $ 78,100 $ 138,100 $ 20,000
Masterplanning
Discipline fee Consultant BSW
Landscape-Analysis $ 9,864
Landscape- Prelim master plans $ 28,918
Landscape-Final master plans $ 2.6,318
Estimator- Draft $ 12,202
Estimator- Final $ 9,470
Arch- BSW $ 30,000
Total Masterplanning $ 116,772 $ 86,772 $ 30,000
Total fees: $ 194,8721 $ 144,872 $ 50,000
Estimated reimbursables
Discipline fee
CDC $ 1,000
Budget $ 11,500
Total Fees $ 12,500 $ 1,000 $ 11,500
Total fees + reimb: $ 207,372
Optional Services
Discipline fee Consultant BSW
Platting(civil) $ 7,600
BSW 10% $ 760
Easements by separate instrument(each) $ 2,500
Total Optional Services $ 8,360 $ 7,600 $ 760
txnmit ..L;..
BRINKLEY SARGENT NVIGINTON ARCHITECTS
BILLING RATES
2024
TITLE RATE/hr.
Senior Principal 280.00
Principal 250.00
Senior Programmer 250.00
Project Manager 225.00
Senior Strategic Planner 240.00
Strategic Planner 185.00
Senior Project Designer 240.00
Project Designer 220.00
Senior Project Architect 205.00
Project Architect 165.00
Architectural Designer II 140.00
Architectural Designer I 120.00
Sr. Construction Administrator 230.00
Construction Administrator 185.00
Senior Interior Designer 190.00
Interior Designer 165.00
Administration 95.00
Billing Rates are reviewed by Archilecis yearly. Rates are subject to adjustment August of each year
A�oP CERTIFICATE OF LIABILITY INSURANCE DATE(MMIOD/YYYY)
3/13/2025
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 pollcy(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 endorsement. A statement on
this certlflcate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME: Joe Bryant
Risk Strategies PHONE FAX
12801 North Central Expy,Suite 1725 r.Nc.tu¢l- (214)323-4602�(uc,No: 214 503.8899
Dallas, TX 75243 ADORL RSCcertre uest@risk-strafe ies.c--
INSURER(S)
mINSURER 9 AFFORDING COVERAGE NAIC
INSURER A: XL Specialty Insurance Company 37885
INSURED INSURER 8: Travelers Property Casualty Co of Amer 25674
Brinkley Sargent Wiginton Architects, Inc. INSURER c: Charter Oak Fire insurance Company 25615
4851 LBJ Freeway, Suite 800
Dallas TX 75244 INSURER O: Travelers Indemnity Company 25658
INSURER E:
INSURER F
COVERAGES CERTIFICATE NUMBER: 84347617 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
/NSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP
LTR POLICY NUMBER MMIDD MWOONYYY LIMITS
D COMM ERCIALGENERAL LuuNLITY �/ 6806GO61464 12/15/2024 12/1512025 EACHOCCURRENCE $2000000
AIUCET6IiERTElS
CLAIMSMADE ,/ OCCUR PREMISES Eaaccunence $1,000,000
Billet Contractual Liab. _ MED EXP(Any one Penton)
$10,000
Indt.Contractor _ PERSONAL d ADV INJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s4,000,000
POLICY E O- LOC PRODUCTS•COMPrOP AGG f 4000 OOO
OTHER. S
C AUTOMOBILELIABILITY d d MaBINED EUMITBA2R37718A 12/1512024 12/1$/2025 C:accident $
1,000,0W
ANY AUTO BODILY INJURY(Per Person) S
OWNED SCHEDULED
AUTOS ONLY AUTOS (BODILY INJURY Per accident) S
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per ecaden1
f
B UMBRELLA LMB OCCUR CUP513891100 12/15/2024 12/75/2025 EACHOCCURRENCE $5,000000
EXCESS LIAR CLAIMS-MADE AGGREGATE $5,000,000
OED / RETENTION$10,000 $
D WORKERS COMPENSATION UB6X198266 12/15/2024 12/15/2025PER oTH-
AND EMPLOYERS'LUIBILI Y YIN STATUTE ER
ANWROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $11,000.0w
OF FICERJMEMBEREXCLUDED7 ❑ NIA
(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000 0000
11 yes,deunbe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000
A7 Professional Liability DPR5040041 2/15/2025 2/15/2026 Per Claim $2,000,000
Annual Aggregate $4,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks SchoduM,may be attached I more spa"Is requited)
The claims made professional liability coverage is the total aggregate limit for all claims presented within the annual policy period and is subject
to a deductible.Thirty(30)day notice of cancellation in favor of certificate holder on all policies.
CERTIFICATE HOLDER CANCELLATION
City of Round Rock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
212 Commerce Blvd ACCORDANCE WITH THE POLICY PROVISIONS.
Round Rock TX 78664
AUTHORIZED REPRESENTATIVE /J 4
Joe Bryant6!C[f/jGpft�-
911988-2015 ACORD CORPORATION. All rlghts reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
04347617 1 25/26 PL 21.- -t. A::./UL/WC I Parra 3/13/2025 2:50:27 PN IEDT) I Page 1 of I