Loading...
Contract - Brinkley Sargent Wiginton Architects - 7/10/2025 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 Qf the Clay Madsen Recreation Center (the "Agreement'), is made on this day of Oa,14 , 2025, by and between the CITY OF ROUND ROCK, a Texas home-rule municipal 4poration 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 8 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: https•//www roundrocktexas. og v/wp-content/uploads/2024/12/CORR-Insurance-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 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: (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/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. 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 richardwi l lAroundrocktexas.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. 11 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 Wiginton Architects By: /I / �, L., Printed Name: ,J-1' Title: Date Signed: J 1.Je,--z /6, City of Round Rock Texas By: _ & M/ Printed Name: Aomayl Title: (Aw4 or Date Signed: '? A c7 2 5 For City,Attest: By: Ann ranklin, City Clerk For City, Approved as to Form: By: 'gitephame L. Sandre, City Attorney 14 Scope of Services BRINKLEY-SARGENT WIGINTON 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. Fagade 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 1.5. 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! 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 $ 58,100 $ 20,000 Masterplanning Discipline fee Consultant BSW Landscape-Analysis $ 9,864 Landscape- Prelim master plans $ 28,918 Landscape-Final master plans $ 26,318 Estimator- Draft $ 12,202 Estimator- Final $ 9,470 Arch - BSW $ 30,000 Total Masterplanning $ 116,772 $ 86,772 $ 30,000 Total fees: $ 194,872 $ 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 txninit ..V.. BRINKLEY SARGENT WIGINTON 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 Architects yearly. Rates are subject to adjustment August of each year ACC)R" 7�3 (MMIDD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE /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 policy(ies) 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 certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Joe Bryant Risk Stranqies PHONE FAX 12801 Nortfi Central Expy. Suite 1725 E-MAIL 12801 214 323-4602 A/C No: 214 503-8899 Dallas, TX 75243 ADDRESS: RSCcertre uest@risk-strate ies.com INSURERS AFFORDING COVERAGE NAIL* INSURERA: XL Specialty Insurance Company 37885 INSURED INSURER B: 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 INSURERD: 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. INSR'.I _ TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDD/YYYY MM DD/YYYY LIMITS POLICY EXP LTRWVD D COMM ERCIALGENERAL LIABILITY `/ �/ 68066061464 12/15/2024 12/15/2025 EACH OCCURRENCE $2,000000 DAMAGE TO CLAIMS-MADE ❑✓ OCCUR PREMISES EaEoccurrence) $1,000,000 ✓ Blket Contractual Llab. MED EXP(Any one person) $10,000 Indt.Contractor PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 [d POLICY jE OT F—]LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ C AUTOMOBILELIABILITY ✓ ✓ BA2R37718A 12/15/2024 12/15/2025 E0861cNdEDtSINGLELIMIT $1,000,000 ✓ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident S B UMBRELLA LIAB OCCUR ✓ ✓ CUP5G891100 12/15/2024 12/15/2025 EACH OCCURRENCE $5000000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED ✓ RETENTION$10,000 $ D WORKERS COMPENSATIONUB6X198266 12115/2024 12/15/2025 �/ ST TUTE ETH- AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $1,000,000 A Professional Liability ✓ DPR5040041 2/15/2025 2/15/2026 Per Claim $2,000,000 Annual Aggregate $4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 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 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Round Rock THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 212 Commerce Blvd ACCORDANCE WITH THE POLICY PROVISIONS. Round Rock TX 78664 AUTHORIZED REPRESENTATIVE Joe Bryant ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 84347617 125/26 PL 24/25 GL/AL/UL/WC I Petra 13/13/2025 2:50:27 PM (EDT) I Page 1 of 1