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CM-2016-1135 - 6/13/2016CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES RELATED TO AN ARCHITECTURAL FEASIBILITY AND NEEDS ASSESSMENT FOR A PROPOSED BACA CENTER BLACK BOX THEATER DESIGN WITH CORGAN ASSOCIATES THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for professional consulting services related to an architectural feasibility and needs assessment for the City's proposed BACA Center Black Box Theater Design (the "Agreement") is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299, (the "City") and CORGAN ASSOCIATES, located at 401 North Houston Street, Dallas, Texas 75202 (the "Consultant"). RECITALS: WHEREAS, City has determined that there is a need for an architectural feasibility and needs assessment related to City's proposed Cultural Arts Facility; and WHEREAS, City desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; - NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.0 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement shall be until full and satisfactory completion of the work specified herein is achieved. 00355815/ss2 City reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 2.0 SCOPE OF SERVICES Consultant shall perform its services in accordance with the attached document (hereinafter referred to as "Scope of Work" and attached as Exhibit "A" and incorporated herein for all purposes). Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work within time frames designated in the schedule provided in Exhibit "A." Consultant's undertakings shall be limited to performing services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in a professional and workmanlike manner. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A," however, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 7.0 hereof. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference to the terms and/or conditions set forth in pages one (1) through twelve (12) of this Agreement. 3.0 PAYMENT FOR SERVICES Not -to -Exceed Total Payment for Services: In consideration for the consulting services to be performed by Consultant, City agrees to pay Consultant Eighteen Thousand Seven Hundred Fifty Dollars ($18,750.00) for services rendered for Phase I as described in the attached Exhibit "A." This amount represents the absolute limit of City's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and City shall pay, strictly within the not -to -exceed sum recited herein. Payment for Reimbursable Expenses: There shall be no payments for reimbursable expenses included in this Agreement. Deductions: No deductions shall be made for Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to Consultant. Additions: No additions shall be made to Consultant's compensation based upon project claims, whether paid by the City or denied. 4.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the 2 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 services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 6.0 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 5.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 3 6.0 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then - current fiscal year. 7.0 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 8.0 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. El 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. 9.0 NON -SOLICITATION All parties agree that they shall not directly or indirectly solicit for employment, employ, or otherwise retain staff of the other during the term of this Agreement. 10.0 INSURANCE Consultant shall meet all City of Round Rock insurance requirements as required by the City's Purchasing Department as set forth at: http://www.roundrocktexas. og v/wp- content/uploads/2014/12/corr insurance_07.20112.pdf 11.0 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. 5 (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 12.0 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City's confidential information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing G Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement; and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement. 13.0 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re -perform any work no in compliance with this representation. 14.0 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. 7 In no event shall Consultant be liable to the City, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total professional fees paid by the City to Consultant under this Agreement, except to the extent determined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. 15.0 INDEMNIFICATION Consultant and the City, to the extent allowable by law, each agree to indemnify, defend and hold harmless the other from and against amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible property to the extent arising out of the indemnitor's negligence in the performance of this Agreement. Consultant agrees to indemnify, defend and hold harmless the City from and against any and all amounts payable under any judgment, verdict, court order or settlement for Third Party claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to have occurred and arising from the deliverables provided by Consultant to the City in connection with the performance of this Agreement. Should the City's use of such deliverables be determined to have infringed, Consultant may, at its option: (i) procure for the City the right to continue using such deliverables provided or (ii) replace or modify them to make their use non - infringing while yielding substantially equivalent results. If neither of the above options is or would be available on a basis that is commercially reasonable, then Consultant may terminate this Agreement, the City shall return such deliverables provided, and Consultant will refund to the City the fees paid for the deliverables provided. This infringement indemnity does not cover claims arising from the combination of such deliverables with products or services not provided by Consultant; the modification of such deliverables by any person other than Consultant; deliverables complying with or based upon (1) designs provided by or at the direction of the City or (2) specifications or other information provided by or at the direction of the City; or use of systems, materials or work performed in a manner not permitted hereunder or by another obligation of the City to Consultant. The indemnities in this section are contingent upon: (1) the indemnified party promptly notifying the indemnifying party in writing of any claim which gives rise to a claim for indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense and settlement of such claim; and (3) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling a claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel Hq- 16.0 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 17.0 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf, (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf, or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 18.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES 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, if required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. 19.0 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 20.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: C Travis Wilkes Building Construction Manager General Services Department 212 Commerce Cove Round Rock, TX 78664 (512) 341-3317 twiIkes@roundrocktexas.gov 21.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Corgan Associates 401 North Houston Street Dallas, TX 75202 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 22.0 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 10 23.0 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 24.0 DISPUTE RESOLUTION The City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 25.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 26.0 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices. 27.0 GRATUITIES AND BRIBES City, may by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representative to any City Officer, employee, or elected representative with respect to the performance of this Agreement. 28.0 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. 29.0 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and shall attempt to complete the services within the estimated time frames set forth in Exhibit "A." Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas Cor By: 3,4YA*'G .GC%iCGG.0 By: Printed Name: Prin Title: Tith Date Signed: 4o I40 Dat( For City, Attest: By: . K&W-, Sara L. White, City Clerk For City Approved as to Form: By: (?I& to L , ad, Stepha4 L. Sheets, City Attorney 13 EXHIBIT "A" 4 February 2016 1 April 2016 Revised Travis Wilkes City of Round Rock C 0 R G A N General Services Department 212 Commerce Blvd Round Rock, Texas 78664 ARCHITECTURE INTERIOR DESIGN Re: BACA Center Black Box Theater . WWW.CORGAN.COM Dear Travis, Corgan enthusiastically submits our proposal to provide architectural feasibility and needs assessment services for the proposed BACA Center Black Box Theater Design. As consistently ranked one of the top architectural firms in the nation, Corgan has designed millions of square feet for our prominent public and private clients throughout the country. While each project is unique in location and program, this depth of experience with the facility type has allowed us to provide solutions that are tailor fit for each context and client. We know this specific project type exceptionally well, fully confident that our assembled team can deliver to you a remarkable project that truly meets your needs and provides the quality of service you expect from an architectural partner. We propose our most experienced staff, who will champion your project goals with innovation, creativity, collaboration, and passion. Our team is highly skilled, deeply experienced, and will bring innovative ideas and solutions to the project. Our clients repeatedly communicate the following items regarding working with Corgan. • We listen well. We know that we cannot succeed until we meet or exceed the needs of our clients. Key to that goal is listening well and paying attention to the details. We have a long history of repeat clients that like that quality about us above all else. • We know this building type. We understand that our clients and our consultants look to us for direction and guidance when it comes to the complete picture. We are not "head in the sand" types. We expect to communicate early and often to help keep the team engaged in achieving the expected project goals. • We are comfortable in a leadership role. We understand that our clients and our consultants look to us for direction and guidance when it comes to the complete picture. We expect to communicate early and often to help keep everyone on the team engaged. . • We understand sustainable design. We are truly pioneers in the field of sustainable design, ranging from small to large, common to complex, and all varieties of building types. Currently, we are working on numerous LEED certified airports, theaters, mission critical facilities, schools, interiors, office towers, and other projects. • We have all the resources required for success. With a large and qualified staff, our firm and our team stands ready to begin work immediately upon your direction. • We are team players. We have successfully worked on and designed literally EXHIBIT "A" 1 April 2016 Re: BACA Center Black Box Theater millions of square feet of space over many years. We are very comfortable as a leader of a qualified team of professionals. We manage your budget like it is our own. We understand that having a healthy respect for and adherence to both schedule and budget is critical for project success. We are proud to have operated a flourishing architectural practice in Texas for well over 75 years. This legacy is one we carry with a sense of profound responsibility, and we understand that it is founded on the trust that our clients have placed in us over these many years. We understand the high expectations surrounding this project and hope to have the opportunity to listen to your goals, share our thoughts, and work together in fulfilling your aspirations for this transformational project. PROJECT UNDERSTANDING We understand the scope of work to include architectural feasibility, design, and documentation services that address the needs, components, and relationship of a new black box theater to be developed at the BACA Center. The following scope of work is included in this proposal for design services associated with the proposed BACA Center Black Box Theater. PHASE I CONCEPTUAL THEATER DESIGN OPTIONS Preliminary Building Code Analysis and Digital File Creation In this phase, we will commence a foundational efforts in determine pertinent issues related to the Black Box Theater. Using a combination of Owner provided files and onsite observation, preliminary digital files will be prepared of the existing facility for usage of the exploration. Using these existing file conditions, preliminary building code conditions will be analyzed for applicability to the project. These elements provide the foundation efforts to further project identification. Provide baseline building plan digital files for the existing BACA Center. The digital files will be prepared using Autodesk Revit building information modeling at a level of detail appropriate for conceptual feasibility study. Perform preliminary building code analysis of items associated with the scope of work Discuss project design opportunities and constraints with City of Round Rock Building Inspection and Fire Marshall Departments. Black Box Sizing Analysis Building upon the findings of the discovery process delineated above, our team will identify programmatic spatial relationships and commence conceptual black box theater options. Our understanding of the program requirements associated with the black box theater are listed below. ■ Layout Black Box theater to accommodate approximately 200 audience members with flexible seating arrangements ■ Movable staging area of approximately 900 square feet. ■ Storage areas sized to accommodate flexible seating risers and seats. ■ Workable gridiron within the black box theater to accommodate theater performances. • Separate performance audio/video control room ■ Two dressing rooms with toilet, changing, and shower facilities. ■ Performance Lounge Green Room File location: H:IGENIKJIProposallRound Rock BACA Center Proposal Letter 04-01-15.docx EXHIBIT "A" 1 April 2016 Re: BACA Center Black Box Theater Acoustical separation between the Black Box Theater and adjacent spaces. Direct adjacency between the theater stage area and performance dressing rooms Finishes appropriate for Black Box Theater. Design Concept Diagrams In this phase our team will use the spatial programmatic relationship information determined from analysis of items listed in the previous phase and define scaled building organization diagrams. Three primary theater concept alternatives will be developed for the following conceptual design options. These conceptual drawings will identify spatial relationships and sizing. Conceptual budgeting information associated with the building scope of work and theater equipment will be provided for each alternative. Black Box Theater within the existing BACA Center Grand Room assembly space accessed from the primary Centennial Park lobby. Black Box Theater BACA Center expansion accessed from the existing W Bagdad Avenue public street building arcade. Black Box Theater BACA Center loading dock expansion accessed from the existing W Bagdad Avenue public street. PHASE II DESIGN AND CONSTRUCTION DOCUMENTATION In order to provide appropriate consultancy and relevant proposal information, a separate fee will be provided upon approval of the preferred conceptual design alternative delineated in Phase I. Depending on the selected option, additional consultants will be added that fit the scope of work directed by the City of Round Rock. ADDITIONAL INFORMATION Record Documents, architectural renderings, presentation models, accessibility review, inspection fees, photography services, marketing materials, design efforts outside the limits of the proposed scope of work listed above are excluded from the scope of services in this proposal. Anticipated project expenses, such as printing, postage, expressage, Owner -authorized out-of- town travel, reprographic services, and long distance telephone calls are included as a separate compensation line item in our proposal. The Terms & Conditions attached to this proposal are incorporated herein by reference in their entirety. TEAM MEMBERS The feasibility study outlined above involve architectural and theatrical analysis with some ancillary structural loading capacity verification of the existing structure. We anticipate two people required for the project. Corgan will coordinate project team members. The following Corgan team members will be assigned to the project. Project Director R. Kirk Johnson, AIA, LEED AP BD+C Architectural Intern Jake Groth SCHEDULE We understand the need to expeditiously proceed with the conceptual analysis and design options. Based upon this understanding, we can begin working on the scope of work immediately upon authorization to proceed and anticipate an approximate eight week File location: N:IGENIKJIProposallRound Rock BACA Center Proposal Letter 04-01-15.docx EXHIBIT "A" 1 April 2016 Re: BACA Center Black Box Theater timeframe to complete the Phase I tasks described in this proposal. Anticipated durations for the scope of work based upon timely Owner decisions and review is listed below. Preliminary Building Code Analysis and Digital File Creation 2 Weeks Black Box Sizing Analysis 2 Weeks Design Concept Diagrams 4 Weeks Compensation We have performed man-hour projections in order to determine the time required to complete and coordinate the associated tasks. As a result, we anticipate approximately 140 man-hours of our time to complete the Phase I work. The scope includes up to three onsite project coordination meetings. Our fee to perform the Phase I scope of work described above will be Eighteen Thousand Seven Hundred Fifty Dollars ($18,750) as itemized below. PHASE Preliminary Building Code Analysis and Digital File Creation $4,250 Black Box Sizing Analysis $4,000 Design Concept Diagrams $9,750 Project Expenses $ 750 PHASE II TBD Travis, we truly appreciate this opportunity and look forward to meeting your architectural needs and making a successful project for all of us. We are ready to commence with the work upon receipt of your formal authorization to proceed. Please call us with any questions or comments. Sincerely, R. Kirk Johnson, AIA, LEED AP BD+C Director of Sustainable Design Accepted: Date Travis Wilkes CC: Attachments: 2015 Terms and Conditions File location: H:IGENIKJIProposahRound Rock BACA Center Proposal Letter 04-01-15.docx May 2015 Compensation TERMS AND CONDITIONS OF $$10$,ES �F i VD(t WORGAN ASSOCIATES, INC. Our current standard hourly rates when applicable to your proposal are: Managing Principal $335.00 Principal $300.00 Design Director $300.00 Associate Principal $250.00 Vice President $175.00 $250.00 Senior Associate $150.00 $205.00 Associate $125.00 $195.00 Project Manager $145.00 $230.00 Project Architect $110.00 $185.00 Project Architectural Staff $110.00 $175.00 Architect $100.00 $150.00 Architectural Staff $90.00 $145.00 Architectural Intern $75.00 $105.00 Student Architectural $55.00 $70.00 ID Project Manager $115.00 $160.00 Project Interior Designer $100.00 $130.00 Project Interior Design Staff $95.00 $125.00 Interior Designer $90.00 $125.00 Interior Design Staff $90.00 $110.00 Interior Design Intern $75.00 $100.00 Student Interior Design $55.00 $70.00 Graphic Designer $100.00 $105.00 Architectural Designer $110.00 $150.00 Specialist $85.00 $95.00 Specifications Writer $135.00 $145.00 Validity and Effect Our proposal is valid for thirty days. Should you ask us to begin work before executing an agreement; you agree that the proposed terms are the contract in force between us, subject to amendment when our agreement is executed. Client Responsibilities You agree to provide complete physical information about the site and/or building and legal, accounting, insurance counseling and additional specialty consultant services as may be required. We shall be entitled to rely upon and shall have no responsibility to verify the accuracy and completeness of such services and information. Statements You will receive a statement every month for services performed during the previous month. Payment is due upon receipt. Interest will be payable after 60 days at the maximum rate allowed by law. We reserve the right to suspend work without breach of contract if your account is past due and to charge you for all costs incurred by us, including legal fees, if we take action to collect the account. All payments are to be made in US dollars. Project Expenses Project expenses such as, but not limited to, photocopies, reproduction, prints, long distance communications, travel, delivery, photography, outside consultants, renderings, models, and any additional insurance that you request will be billed at our standard rates or at our actual expense times 1.10. You also agree to reimburse us at our cost for any sales tax which may be assessed for our professional services. Change of Scope Our fees are subject to equitable adjustment by negotiation or mediation if the agreed scope is changed. Construction Phase Services Any and all construction administration services will be furnished consistent with the terms and conditions of AIA Document B101, most current version, Article 3.6 Construction Phase Services. Additional Services These are services beyond those agreed to, including among others, our revisions due to your adjustments in the project scope, quality, or budget. Additional Services will be billed at standard rates. We can also provide, at your authorization and cost, graphic and signage design, fine art consultation, and specialized computer -produced designs, presentations, imaging, etc. Dispute Resolution All claims and disputes relating to our services will first be addressed through non- binding mediation prior to pursuit of formal claims or litigation. A mediator that is mutually acceptable to both parties will be selected. Change Orders We will review construction change orders for your approval, if these are among the services in our scope of work. Some reasonable extent of change orders resulting from field conditions and unanticipated causes are normal to and should be anticipated by contingency in your construction budget. Use of Architect's Drawings Our drawings and specifications are instruments of service solely with respect to this project. As author, we retain copyright, common law, and statutory rights. You may retain copies for reference, but you may not use these on other projects or to complete this project without our express written permission. Termination and Suspension The Agreement may be terminated by either of us upon 7 days written notice for either cause or convenience. In the event of termination or project suspension, you agree to pay us for services and project expenses then due. If you suspend the project for more than 3 months, we reserve the right to re -negotiate the balance of our fee to reflect current personnel and project restart costs. Should our services be terminated without cause, you agree to release us from all liability from the work we performed. Asbestos and Hazardous Wastes We do not perform services related to the identification, containment or removal of asbestos or hazardous waste, including pollutants, nor will we assume liability for any damages or costs related to these materials existing in buildings, property or construction products. Insurance We carry various. forms of industry insurance including Workers' Compensation, Professional Liability and Standard General Liability Insurance. An insurance certificate is available upon request. To the extent damages are covered by property insurance, we agree to waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of insurance. Successors and Assigns You and we agree, respectively, to bind ourselves, our successors, and our assigns to the terms of the Agreement. Neither party may assign this agreement without the approval of the other. Notwithstanding, we may assign this agreement to a Corgan Associates, Inc. controlled entity or affiliate. Standard of Care In performing our services, we will use that degree of care and skill ordinarily exercised under similar circumstances by competent members of the design profession practicing in this locality. Further, some changes and adjustments in the project will be required in order to correct errors or omissions in construction documents and should be anticipated in your construction budget contingency. Limitation of Liability The total aggregate liability of the Architect, including his subconsultants, will not be greater than two times (2X� the total amount of our fee for professional services for claims against the Architect related to the project and services rendered or failed to render including, but not limited to, professional errors or omissions within the normal standard of care, negligence, strict liability, breach of contract or warranty. Waiver of Consequential Damages To the fullest extent permitted by law, neither the Client, the Architect, or their respective officers, directors, partners, employees, contractors or sub -consultants shall be liable to the other or any third party beneficiary claiming under the Agreement; or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or this Agreement. Statement of jurisdiction The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as architects or interior designers in Texas. The Board may be contacted: P.O. Box 12337, Austin, Texas 78711-2337 or 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, Phone: (512) 305-9000; or, w\vw.tbae.stte.tx.us. END OF TERMS AND CONDITIONS City of Round Rock IOUND ROCK XAS Agenda Item Summary Agenda Number: Title: Consider executing a Consulting Agreement for an architectural feasibility and needs assessment for the Baca Center Black Box Theater. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 6/10/2016 Dept Director: Chad McDowell Cost: Indexes: Attachments: LAF.pdf Department: General Services Department Text of Legislative File CM -2016-1135 Consider executing a Consulting Agreement for an architectural feasibility and needs assessment for the Baca Center Black Box Theater. We plan to have Corgan Architecture provide feasibility and needs assessment services to help The City of Round Rock determine best placement and size of the BACA Center - Black Box Theater. These services will allow the city to make an informed decision based on adjacency needs, cost, design layout, and optional support spaces. The deliverables from Corgan will be three conceptual design sketch options with associated cost and equipment list to complete the Black Box Theater. Cost - $18,750.00 Account - 62012000-6201 Staff recommends Approval City of Round Rock Page 1 Printed on 61912016 No Text