R-06-03-23-14E3 - 3/23/2006RESOLUTION NO. R -06-03-23-14E3
WHEREAS, the City wishes to enter into an Agreement for Personal
Services for Project Coordinator for the Games of Texas with Sharon
Prete, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Personal Services for Project
Coordinator for the Games of Texas with Sharon Prete, a copy of said
Agreement being attached hereto as Exhibit "A" and incorporated herein.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 23rd day of March, 2006.
WELL, ayor
City of Round Rock, Texas
ATTEST:
CHRISTINE R. MARTINEZ, City Secret
@PFDeSktop\:.ODMA/WORLDOX/O:/WDOX/RESOLUTI/R60323E3.WPD/sc:
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CITY OF ROUND ROCK
5122187097 P.04/11
Agreement for Personal Services for
Project Coordinator for the Games of Texas
with Sharon Prete
AGREEMENT made :Is of the
(in words. indicate day, month and year.)
(__J day of the month of
BETWEEN the City of Round Rock, Texas, identified
(Name, address and other information.)
Ory (Roundf{ock
221 fist Main 5�rfgt
Round Rock. Williermspq County Texas 78664
and Sharon Prete, identified herein as "Prete":
(Name., address and other Information.)
iuzrors_Prete
?104 Oakridee Drive
Round Rod Williamson County, Texas 78681
herein as "City":
in the year Two Thousand Five.
43, 40 6\N
cx �'.:
A a kS1N
For the following Project:
(Include detailed description of Project.)
Personal services related to aline as the Project Coordinator for the Games of re..
6TY AND PRETE NLREBY AGREE AS FOLLOWS:
)I RTICLE 1.1 1NITIAI, INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition dor the following items by inserting the requested information or a statement such as "nut applicable. " "unknown at time of execution" or
"to be determined lair by mutual agreement.")
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(/den tlfy or describe. if appropriate. proposed use or goals.)
able -caves include. but are not limited to. obtaining personal services from Prete related to acting as the Project Coordinalorfor the games or
Texas. In such capacity. Prate shall report to the Round Rock Etirerjozar_eaks 4 Recreation. Prete shall be required 11. consult with. take
direction from, andadvise Hie Games of Texas Executive Committee and all subcommittees, Prete shall additionally act as (hg liaison with the
Texas Amateur Athletic Federsrtlon. work with marketing consultdnL! and tllg Marketing Subcommittee and the Public Relatior,ti.Suhcommittee
on all branding cad brochure materials, aril xnrk with the Marketing► Subcommittee and the Public Relations Subcommittee to secure
sponsorships to offset costs for the Gamey of Teras_
1.1.2.2 The physical parameters are:
(Identify or describe, IV -appropriate, size, location, dimensions. or other pertinent information, =CA as geotechnical reports about the site.)
Not applicable.
1.1.2.3 City's Program is:
(Identify documentation or state Me manner in which the program will be developed.)
Not applicable..
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EXHIBIT
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MAR -09-2006 08:28 CITY OF ROUND ROCK
5122187097 P.05/11
1.1.2.4 The legal parameters arc:
(tdent pertinent Aga! information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.)
&Laps "cable:.
1.1.2.5 The financial parameters are as follows:
The fee for Erste 's personal services shall at an hour! r e o 150.00 a- hour. The .1 amount of this Agreement shall not exceed
payment by City 1, Prete of Forty Thousand said No/10040 000.0 . The tidies ex ressl a e that Prete nay receive payment
from City for sertieec t • ormed •ursuant to this A. -ement be ore the !e -dive dale a this A regime with such previouslv-performed
services still subje i to the herein -referenced 840,000.0Q1imit,
Reimhur,sable expanses shall be paid by City to Prete onlyat actual cosi supported by documentlttion deemed sufficient by City, and shall he
capped at a maximum of Two Thousand 49d No/100 Dollars ($2,000.001 tnr the er! ire. fife ofthic A cement. Such reinibursemenl shall_kejor
items midi as travel. lod2in� and meal expenses,
1,12.6 The time aerameters arc:
(identify, if apprapri sue, milestone dater, durations or fart track scheduling.)
Nat to exceed six to) weeks totaljrnm the effective date ofthis Agreement.
1.1.2,7 The props sed procurement or delivery method for the Project is: ,
(lden4' method .such as competitive bid, negotiated contract or construction management.)
Personal services h prep are engaged by this negotiated Agreement
1.1.2.8 Other paruneters arc:
((demi& special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.)
Not applicable.
1.13 PROJECC TEAM
1.1.3.1 City's Designated Representative is:
(List name, address aid otherinformation.)
Rick Atkins. Department Director
City of Round Rock Parks and Recreation Department
301 West Bagdad
Round Rock. Texas 78664
1.13.2 The persons or entity, in addition to City's Designated Representative, who is required to review Prete's submittals to City arc:
(List name. address an, i other information.)
Jame; R. Nuse. P.E.
City Manager
221 East Main Street
Round Rock. Texas 78664
1.133 City's other consultants and contractors arc:
(Lissi discipline and if known, kienti& them by time and address.)
Not applicable.
1.1.3.4 Prete's Designated Representative is:
(List name, address and: other information)
Sharon Prete
2104 Oakride Drive
Rapid Rock_, Texas 7681
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MAR -09-2006 08:29 CITY OF ROUND ROCK
1.1.3.5 The consultants retained at Prctc's expense are:
(Liss discipline and, if known. identify them by name and address)
None. This CF a personal services Agement wills Sharon Prete,
1.1.4 Other important initial information
5122187097 P.06/11
11 is expressly unlit rst a eed b and between the • a i , relo that an al ration in schedule. compensation and Change in Services
sholi' be effected o ilv by Supplemental Apreemedit hereto. Any ,such Supplemental Agreement to this Agreement must 4_41y authorized by
gpagrap_riate action Whe Pity Council or city Manager.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 City and Prete shall cooperate with one another to fulfill their respective obligations under this Agreement. Both panics shall
endeavor to maintain good working relationships_
1.2.2 OWNER'S RESPONSIBILITIES
1.2.2.1 Unless otherwise provided under this Agreement, City shall provide full information in a timely manner regarding requirements for
and limitations on the Project. City shall furnish to Prete, within fifteen (15) days after receipt of a written request, information necessary and
relevant for Prete to evaluate, give nonce of, or enforce rights.
1.2.2.2 City shall establish and periodically update the budget for thc Project, including that portion allocated for the Cost of the Work, City's
other costs, and reasonable contingencies related to all costs.
1.2.2.3 City's Designated Representative identified in Section I.1.3 shall be authorized to act on City's behalf with respect to the Project_ City
or City's Designates Representative shall render decisions in a timely manner pertaining to documents submitted by Prete in order to avoid
unreasonable delay :n thc orderly and sequential progress of Pretc's services.
1.2.24 City shall furnish all legal, insurance And accounting services, including auditing services, that may be reasonably necessary at any
time for the Project i:o meet City's needs and interests.
1.2.2.5 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project, including any
errors, omissions or inconsistencies.
1.2.3 PRETE'S RESPONSIBILITIES
1.23:1 The services performed by Prete shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and
accompanying docuinents, in exhibits, in supplemental documents, and in related documents.
1.2.3.2 Prete's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the
Project. Prete shal I submit for City's approval a schedule for the performance of services which initially shall be consistent with the time
periods established in this Agreement and which may be adjusted, if necessary and approved by City, as the Project proceeds, This schedule
shall include allowances for periods of time required far City's review, and for approval of submissions by authorities having jurisdiction over
the Project Time limits established by this schedule approved by City shall not, except for reasonable cause, be exceeded by Prete or City.
1.23.3 Prete, as her own Designated Representative identified in Section 1.1.3.4, shall be the only person authorized to act with respect to the
Project.
1.23.4 Prete shall maintain the confidentiality of information specifically designated as confidential by City, unless withholding such
information would violate the law, create the risk of significant harm to the public or prevent Prete from establishing a claim or defense in an
adjudicatory proceed: ng.
1.23.5 Except with City's knowledge and consent, Prete shall not engage in any activity, or accept any employment, interest or contribution
that would reasonably appear to cacnpromise Prete's professional judgment with respect to this Project_
1.2,3.6 Prete shall i sview taws, codes, and regulations applicable to her services Prete shall respond in the Project to requirements imposed by
governmental authorises having jurisdiction over the Project.
1.2.3.7 Prete shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by City. Each party
shall provide prompt written notice to thc other if either becomes aware of any errors, omissions or inconsistencies in such services or
information_
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MAR -09-2006 08:29 CITY OF ROUND ROCK
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
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1.3.1.1 The Cost of the Work shall be the total cost or, to the extent thc Project is not completed, the estimated cost to City of all elements of
the Project designed or specified by Prete_
1.3.1.2 The Cost of the Work shall be as delineated herein in Section 1.1.2.5.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, reports, specifications and other documents, including those in electronic form, prepared by Prete are for use solely with
respect to this Project. All Prete's designs and work product under this Agreement , completed or partially completed, shall be the property of
City to be used as City desires, without restriction on future use; by execution of this Agreement and in confirmation of the fee for services to be
paid under this A1:reement, Prete hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any
successor copyright statute), as amended, all common law copyrights and all othcr intellectual property rights acknowledged by law in the
Project designs and work product developed under this Agreement. Copies may be retained by Prete_
1.33 CiIANGE IN SERVICES
1.3.3.1 Change i n Services of Prete may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually
agreed in writing. It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly
authorized by appoipriate action of the Round Rock City Council or City Manager.
1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation_ If such matter
relates to or is the subject of a lien arising out of Prete's services, Prete may proceed in accordance with applicable law to comply with the lien
notice or filing deadlines prior to resolution of the matter by mediation.
13.4.2 City and Prete shall endeavor to resolve claims, disputes and other matters in question between them by mediation. Request for
mediation shall be filed in writing with the othcr party to this Agreement, and mediation shall proceed in advance of legal or equitable
proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by
agreement of the partics or court order.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is
located, unless anot ter location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any
court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 City and F rete hereby expressly agree that no claims or disputes between City and Prete arising out of or relating to this Agreement or
a breach hereof sha I be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act
(9 U.S.C. Section 1-14) or any applicable state arbitration statute, except that in the event that City is subject to an arbitration proceeding related
to thc Project, Prete consents to be joined in the arbitration proceeding if Prete's presence is required or requested by City for complete relief to
be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOUR CONSEQUENTIAL DAMAGES
1.3.6.1 Prete and City waive consequential damages for claims, disputes or other matters in question arising out of or relating to this
Agreement_ This mutual waiver is applicable, without limitation, to all consequential damages due to either patty's termination in accordance
with Section L3,8,
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by thc laws of the state of Texas, and venue shall lie in Williamson County, Texas.
1.3.7.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the
applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act
occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after
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Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when Prete's services are
substantially completed_
1.3.7.3 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against
either City or Prete.
1.3.7.4 If City requests Prete to execute certificates, the proposed language of such certificates shall be submitted to Prete for review at least
fourteen (14) days prior to the requested dates of execution. Prete shall not be required to execute certificates that would require knowledge,
services or responsibilities beyond thc scope of this Agreement.
1.3.75 City and Prete, respectively, bind themselves, their successors, assigns and legal representatives to the other party to this Agreement
and to the successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither City nor
Prctc shall assign this Agreement without thc written consent of thc other, except that City may assign this Agreement to an institutional lender
providing financing for thc Project In such event, the lender shall assume City's rights and obligations under this Agreement. Prete shall
execute all consents reasonably required to facilitate such assignment.
1.3.7.6 Prete shall comply with all applicable federal and state laws, thc Charter and ordinances of the City of Round Rock, and with all
applicable rules an.4 regulations promulgated by all local, state and national boards, bureaus and agencies. Prete shall further obtain all permit,
and licenses required in the performance of the personal services contracted for herein.
1.3.7.7 Prete will pay all taxes, if any, required by law arising by virtue of the personal services performed hereunder. City is qualified for
exemption pursuan : to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
1.3.7.8 Prete covenants and represents that she will have no financial interest, direct or indirect, in thc purchase or sale of any product,
materials or equipment that will be recommended or required for the Project.
1.3.7.9 Prete und:rstands and agrees that time is of the essence and that any failure of Prete to complete thc services for each portion of this
Agreement within t me agreed schedule will constitute a material breach of this Agreement
1.3.7.10 Neither City nor Prete shall be deemed in violation of this Agreement if prevented front performing any obligations hereunder by
reasons for which it or she are not responsible or circumstances beyond its or her control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
1.3.7.11 Nothing within this Agreement, nor any action outside of this Agreement, confers any authority whatsoever upon Prctc to sign and
bind City to any contract or agreement of any sort, and Prete hereby expressly confirms that she has no authority to sign and bind City.
•
1.3.7.12 This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to
terminate this Agreement at the end of any City fiscal yea if the governing body of City does not appropriate funds sufficient to purchase the
services as determined by City's budget for thc fiscal year in question. City may effect such termination by giving Prete a written notice of
termination at the end of its then -current fiscal year.
1.3.7.13 Prete i s an independent contractor, not City's employee. Prete's employees or subcontractors arc not City's employees_ This
Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. The parties
agree to the following rights consistent with an independent contractor relationship:
A. Prete has the right to perform services for others during the term hereof.
13_ Prete .las the right to control and direct the means, manner and method by which services required hereunder will be performed.
C. Prete has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
D. Prete or Prete's employees or subcontractors shall perform the services required by this Agreement_ City shall not hirc,
supervise, or pay any assistants to help Prete with thc services required hereunder.
E. Neither Prete nor Prete's employees or subcontractors shall receive any training from City in the skills necessary to perform the
services required by this Agreement.
F. City shall not require Prete or Prete's employees or subcontractors to devote full time to performing the services required by this
Agreement.
G. Neither Prete nor Prete's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay,
sick pay, or other fringe benefit plan of City.
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MAR -09-2006 08:30
CITY OF ROUND ROCK 5122187097 P.09/11
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If City fails to make payments to Prete in substantial compliance with this Agreement, such failure may be considered substantial
nonperformance and cause for suspension of performance of services under this Agreement_ If Prete elects to suspend services, prior to
suspension of services, Prete shall give fifteen (15) days' written notice to City. to the event of a suspension of services, Prete shall have no
liability to City for dclay or damage caused City because of such suspension of services. Before resuming. services, Prete shall be paid all non -
disputed sums duo prior to suspension. Prete's fees for the remaining services and thc time schedules shall be equitably adjusted.
1.3.8.2 [n connection with the work outlined in this Agreement, it is agreed and understood by Prctc that Ciry may cancel or indefinitely
suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days' written
notice to Prete, w;th thc understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement
shall cease. Prete shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this
Agreement for all work accomplished prior to the receipt of said notice_ No amount shall be due for lost or anticipated profits. All plans and
other data, design3 and work related to the Project shall become the property of City upon termination of this Agreement, and shall be promptly
delivered to City i n a reasonably organized form without restriction on future use. Should City subsequently contract with another person for
continuation of sevices on the Projcct, Prete shall cooperate in providing information.
1.3.8.3 Nothing contained in Section 1.3.8.2 shall require City to pay for any work which is unsatisfactory as determined by City's
representative or which is not submitted in compliance with the temis of this Agreement City shall not be required to make any payments to
Prete when Prete is in default undcr this Agreement, nor shall this section consy.itutc a waiver of any right, at law or at equity, which City may
have if Prete is in default, including the right to bring legal action for damages or to force specific performance of this Agreement.
1.3.9 PAYMENTS TO PRETE
1.3.9.1 Payments on account of services rcndcrcd shall be made monthly upon presentation of Prctc's invoices. No deductions shall be made
from Prete's comfensation on account of penalty, liquidated damages or other sums withheld from payments, or on account of the cost of
Changes in the Work, other than those for which Prctc has been adjudged to be liable.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement This Agreement represents thc entire and integrated agreement between City and Prete and
supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement. may be amended only by written
instrument signed by both City and Prctc.
1.4.1.1 Other documents as follows:
(List other documents, if any, forming part of the Agreement.)
Exhibit "A" entitled "Prete 's Sante o!Services,
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For Prctc's services as described herein, compensation shall be computed as follows:
In accordance with section 1.1.2.5 herein_
1.5.2 If the servees of Prete are changed as described in Section 1.3.3.1, the compensation may be adjusted. Such adjustment shall be
calculated in an equitable manner.
1.5.3 Payments are due and payable thirty (30) days from the date of Prete's invoice, or not later than the time period required under the Texas
Prompt Payment Aet, whichever is later. Non -disputed amounts unpaid sixty (60) days after the invoice date shall bear interest at the rate
entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of Prctc.
(htsert rate of -interest upon.)
One percent (1%) per month
(Usury laws and requirements undcr the Federal Truth in Lending Act, similar state and local consumer credit laws and ether regulations err the Owner's and
Architect's principal places of business. the location of the Project and elsewhere may affect the validity of this provision. Speck legal advice should be
obtained with respect to deletions or modifications. and also regarding requirements such as written disclosures or waivers.)
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MAR -09-2006 08:30 CITY OF ROUND ROCK
ARTICLE 1.6 INDEMNIFICATION
5122187097 P.10/11
1.6.1 Indemaificadon (Damage Claims). Prete agrees to defend, indemnify and hold City, its officers, agents and employees, harmless
against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for
which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Prete's breach of any of the
tents or provisions of this Agreement, or by any negligent as or omission of Prete in the performance of this Agreement; except that the
indemnity provid xi for in this section shall not apply to any liability resulting from the sole negligence of City, its officers, agents, employees
or separate contractors, and in the event of joint and concurrent negligence of both Prete and City, responsibility and indemnity, if any, shall be
apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available
to City under Testas law and without waiving any defenses of the parties under Texas law. The provisions of this section are solely for the
benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor or City
Manager, duly authorized to execute thc same in its behalf, and by Sharon Prete, with both parties binding themselves, thcir successors and
assigns and legal r'eprescntatives for thc faithful and full performance of the terms and provisions of this Agreement
CITY OF ROUND ROCK, TEXAS
PROVIDER OF PERSONAL SERVICES:
SHARON PRETE
By: By;
Printed Name: Printed Name:
Title: _. Date Signed; _/. • ' c- G�
Date Signed_
ATTEST:
Christine R_ Martinez, City Secretary
APPROVED AS TO FORM:
Stephan L. Sheets, .City Attorney
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MAR -09-2006 08:31 CITY OF ROUND ROCK
EXHIBIT "A"
PRETE'S SCOPE OF SERVICES
5122187097 P.11/11
The parties agree that the purpose of this Scope of Services is to delineate required duties, obligations,
responsibilities, performances and deliverables relative to Sharon Prete's employment as Project
Coordinator for the Games of Texas.
The parties agree that such duties, obligations, responsibilities, performances and deliverables include,
by way of illustration and not limitation, the following:
1_ Prete shall serve as the Project Coordinator for the Games of Texas, and shall report to the City
of Round Rock Director of Parks and Recreation_
2. Prete shall be responsible for consulting with, taking direction from, and advising the Games of
Texas Executi ve Committee and all subcommittees, and shall oversee all subcommittees as follow:
a. Budget Subcommittee
b. Marketing/Sponsorship/Signs and Banner Subcommittee
c. Opening Ceremonies Subcommittee
d. Venue/Facilities Subcommittee
e. Liaison/Hospitality/Volunteer Subcommittee
f. Lodging Subcommittee
g. Public Relations/Communications Subcommittee
h_ Photography Subcommittee
3. Prete shall conduct meetings at least once monthly with each of the listed subcommittees, and
ensure that objectives are being timely met_
4. Prete shall make at least once -monthly reports to the Executive Committee concerning progress
of each of the listed subcommittees.
5. Prete: shall act as liaison with the Texas Amateur Athletic Federation.
6. Prete shall work with marketing consultants and the Marketing Subcommittee and the Public
Relations Subcommittee on all branding and brochure materials.
7. Prete; shall work with the Marketing Subcommittee and the Public Relations Subcommittee to
secure sponsorships to offset costs for the Games of Texas.
8. Prete shall devote sufficient time to her duties as Project Coordinator for the Games of Texas to
accomplish all duties and deliverables.
8
a
TOTAL P.11
DATE: March 16, 2006
SUBJECT: City Council Meeting - March 23, 2006
ITEM: 14.E.3. Consider a resolution authorizing the Mayor to execute an Agreement for
Personal Services for Project Coordinator for the Games of Texas with
Sharon Prete.
Department: Parks and Recreation
Staff Person: Rick Atkins, Director
Justification:
This agreement is for consulting services to coordinate efforts between all Williamson County
representatives that will be involved in the Games of Texas. The Games of Texas is a regional
event hosted by the County, Round Rock and area cities and Municipal Utility Districts. This event
is expected to bring an estimated 40,000 people into Williamson County for 7 days spread over
multiple weekends. This agreement will be funded from the Hotel Occupancy Tax Fund under the
classification: Tourism Marketing. In addition, the Parks and Recreation Department will be
seeking sponsorships, which will help offset the cost of the contract.
Funding:
Cost: $40,000 and up to $2,000 reimbursable
Source of funds: Hotel Occupancy Tax (reimbursable from net proceeds of the Games of
Texas event)
Background Information: N/A
Public Comment: N/A
Agreement for Personal Services for
Project Coordinator for the Games of Texas
with Sharon Prete
AGREEMENT made as of thelWen' -4Jt r4( Z3) day of the month of Yff) C -t
(In words, indicate day, month and year.)
BETWEEN the City of Round Rock, Texas, identified herein as "City":
(Name, address and other information.)
City of Round Rock
221 East Main Street
Round Rock, Williamson County, Texas 78664
and Sharon Prete, identified herein as "Prete":
(Name, address and other information.)
Sharon Prete •
2104 Oakridge Drive
Round Rock, Williamson County. Texas 78681
For the following Project:
(Include detailed description of Project)
Personal services related to acting as the Project Coordinator for the Games of Texas.
CITY AND PRETE HEREBY AGREE AS FOLLOWS:
ARTICLE 1.1 INITIAL INFORMATION
in the year Two Thousand Five.
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as "not applicable, " "unknown at time of execution" or
"to be determined later by mutual agreement.')
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
Objectives include. but are not limited to, obtaining personal services from Prete related to acting as the Project Coordinator for the Games of
Texas. In such capacity, Prete shall report to the Round Rock Director of Parks & Recreation. Prete shall be required to consult with, take
direction from, and advise the Games of Texas Executive Committee and all subcommittees. Prete shall additionally act as the liaison with the
Texas Amateur Athletic Federation, work with marketing consultants and the Marketing Subcommittee and the Public Relations Subcommittee
on all branding and brochure materials, and work with the Marketing Subcommittee and the Public Relations Subcommittee to secure
sponsorships to offset costs for the Games of Texas.
1.1.2.2 The physical parameters are:
(Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.)
Not applicable.
1.1.2.3 City's Program is:
(Identify documentation or state the manner in which the program will be developed.)
Not applicable.
00090497/jkg
2-0(9-03-2.3-14G3
1.1.2.4 The legal parameters are:
(Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.)
Not applicable.
1.1.2.5 The financial parameters are as follows:
The fee for Prete 's personal services shall be at an hourly rate of $50.00 per hour. The total amount of this Agreement shall not exceed
payment by City to Prete of Forty Thousand and No/100 Dollars ($40,000.00). The parties expressly agree that Prete may receive payment
from City for services performed pursuant to this Agreement before the effective date of this Agreement, with such previously -performed
services still subject to the herein -referenced $40,000.00 limit.
Reimbursable expenses shall be paid by City to Prete only at actual cost supported by documentation deemed sufficient by City, and shall be
capped at a maximum of Two Thousand and No/100 Dollars ($2,000.00) for the entire life of this Agreement. Such reimbursement shall be for
items such as travel, lodging. and meal expenses.
1.1.2.6 The time parameters are:
(Identify, if appropriate, milestone dates, durations or fast track scheduling)
Not to exceed sixty (60) weeks total from the effective date of this Agreement.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid, negotiated contract, or construction management.)
Personal services herein are engaged by this negotiated Agreement
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.)
Not applicable.
1.1.3 PROJECT TEAM
1.1.3.1 City's Designated Representative is:
(List name, address and other information.)
Rick Atkins. Department Director
City of Round Rock Parks and Recreation Department
301 West Bagdad
Round Rock, Texas 78664
1.1.3.2 The persons or entity, in addition to City's Designated Representative, who is required to review Prete's submittals to City are:
(List name, address and other information.)
James R. Nuse, P.E.
City Manager
221 East Main Street
Round Rock, Texas 78664
1.1.3.3 City's other consultants and contractors are:
(List discipline and, if known, identify them by name and address.)
Not applicable.
1.1.3.4 Prete's Designated Representative is:
(List name, address and other information)
Sharon Prete
2104 Oakridge Drive
Round Rock. Texas 78681
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1.1.3.5 The consultants retained at Prete's expense are:
(List discipline and, if known, identify them by name and address)
None. This is a personal services Agreement with Sharon Prete.
1.1.4 Other important initial information is:
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule. compensation and Change in Services
shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by
appropriate action of the City Council or City Manager.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 City and Prete shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall
endeavor to maintain good working relationships.
1.2.2 OWNER'S RESPONSIBILITIES
1.2.2.1 Unless otherwise provided under this Agreement, City shall provide full information in a timely manner regarding requirements for
and limitations on the Project. City shall furnish to Prete, within fifteen (15) days after receipt of a written request, information necessary and
relevant for Prete to evaluate, give notice of, or enforce rights.
1.2.2.2 City shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work, City's
other costs, and reasonable contingencies related to all costs.
1.2.2.3 City's Designated Representative identified in Section 1.1.3 shall be authorized to act on City's behalf with respect to the Project. City
or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Prete in order to avoid
unreasonable delay in the orderly and sequential progress of Prete's services.
1.2.2.4 City shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any
time for the Project to meet City's needs and interests.
1.2.2.5 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project, including any
errors, omissions or inconsistencies.
1.2.3 PRETE'S RESPONSIBILITIES
1.2.3.1 The services performed by Prete shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and
accompanying documents, in exhibits, in supplemental documents, and in related documents.
1.2.3.2 Prete's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the
Project. Prete shall submit for City's approval a schedule for the performance of services which initially shall be consistent with the time
periods established in this Agreement and which may be adjusted, if necessary and approved by City, as the Project proceeds. This schedule
shall include allowances for periods of time required for City's review, and for approval of submissions by authorities having jurisdiction over
the Project. Time limits established by this schedule approved by City shall not, except for reasonable cause, be exceeded by Prete or City.
1.2.3.3 Prete, as her own Designated Representative identified in Section 1.1.3.4, shall be the only person authorized to act with respect to the
Project.
1.2.3.4 Prete shall maintain the confidentiality of information specifically designated as confidential by City, unless withholding such
information would violate the law, create the risk of significant harm to the public or prevent Prete from establishing a claim or defense in an
adjudicatory proceeding.
1.2.3.5 Except with City's knowledge and consent, Prete shall not engage in any activity, or accept any employment, interest or contribution
that would reasonably appear to compromise Prete's professional judgment with respect to this Project.
1.2.3.6 Prete shall review laws, codes, and regulations applicable to her services. Prete shall respond in the Project to requirements imposed by
governmental authorities having jurisdiction over the Project.
1.2.3.7 Prete shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by City. Each party
shall provide prompt written notice to the other if either becomes aware of any errors, omissions or inconsistencies in such services or
information.
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ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to City of all elements of
the Project designed or specified by Prete.
1.3.1.2 The Cost of the Work shall be as delineated herein in Section 1.1.2.5.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, reports, specifications and other documents, including those in electronic form, prepared by Prete are for use solely with
respect to this Project. All Prete's designs and work product under this Agreement , completed or partially completed, shall be the property of
City to be used as City desires, without restriction on future use; by execution of this Agreement and in confirmation of the fee for services to be
paid under this Agreement, Prete hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any
successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the
Project designs and work product developed under this Agreement. Copies may be retained by Prete.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of Prete may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually
agreed in writing. It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly
authorized by appropriate action of the Round Rock City Council or City Manager.
1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. If such matter
relates to or is the subject of a lien arising out of Prete's services, Prete may proceed in accordance with applicable law to comply with the lien
notice or filing deadlines prior to resolution of the matter by mediation.
1.3.4.2 City and Prete shall endeavor to resolve claims, disputes and other matters in question between them by mediation. Request for
mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in advance of legal or equitable
proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by
agreement of the parties or court order.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is
located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any
court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 City and Prete hereby expressly agree that no claims or disputes between City and Prete arising out of or relating to this Agreement or
a breach hereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act
(9 U.S.C. Section 1-14) or any applicable state arbitration statute, except that in the event that City is subject to an arbitration proceeding related
to the Project, Prete consents to be joined in the arbitration proceeding if Prete's presence is required or requested by City for complete relief to
be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 Prete and City waive consequential damages for claims, disputes or other matters in question arising out of or relating to this
Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance
with Section 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas, and venue shall lie in Williamson County, Texas.
1.3.7.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the
applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act
occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after
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Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when Prete's services are
substantially completed.
1.3.7.3 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against
either City or Prete.
1.3.7.4 If City requests Prete to execute certificates, the proposed language of such certificates shall be submitted to Prete for review at least
fourteen (14) days prior to the requested dates of execution. Prete shall not be required to execute certificates that would require knowledge,
services or responsibilities beyond the scope of this Agreement.
1.3.7.5 City and Prete, respectively, bind themselves, their successors, assigns and legal representatives to the other party to this Agreement
and to the successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither City nor
Prete shall assign this Agreement without the written consent of the other, except that City may assign this Agreement to an institutional lender
providing financing for the Project. In such event, the lender shall assume City's rights and obligations under this Agreement. Prete shall
execute all consents reasonably required to facilitate such assignment.
1.3.7.6 Prete shall comply with all applicable federal and state laws, the Charter and ordinances of the City of Round Rock, and with all
applicable rules and regulations promulgated by all local, state and national boards, bureaus and agencies. Prete shall further obtain all permits
and licenses required in the performance of the personal services contracted for herein.
1.3.7.7 Prete will pay all taxes, if any, required by law arising by virtue of the personal services performed hereunder. City is qualified for
exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
1.3.7.8 Prete covenants and represents that she 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 for the Project.
1.3.7.9 Prete understands and agrees that time is of the essence and that any failure of Prete to complete the services for each portion of this
Agreement within the agreed schedule will constitute a material breach of this Agreement.
1.3.7.10 Neither City nor Prete shall be deemed in violation of this Agreement if prevented from performing any obligations hereunder by
reasons for which it or she are not responsible or circumstances beyond its or her control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
1.3.7.11 Nothing within this Agreement, nor any action outside of this Agreement, confers any authority whatsoever upon Prete to sign and
bind City to any contract or agreement of any sort, and Prete hereby expressly confirms that she has no authority to sign and bind City.
1.3.7.12 This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to
terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the
services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Prete a written notice of
termination at the end of its then -current fiscal year.
1.3.7.13 Prete is an independent contractor, not City's employee. Prete's employees or subcontractors are not City's employees. This
Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. The parties
agree to the following rights consistent with an independent contractor relationship:
A. Prete has the right to perform services for others during the term hereof.
B. Prete has the right to control and direct the means, manner and method by which services required hereunder will be performed.
C. Prete has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
D. Prete or Prete's employees or subcontractors shall perform the services required by this Agreement. City shall not hire,
supervise, or pay any assistants to help Prete with the services required hereunder.
E. Neither Prete nor Prete's employees or subcontractors shall receive any training from City in the skills necessary to perform the
services required by this Agreement.
F. City shall not require Prete or Prete's employees or subcontractors to devote full time to performing the services required by this
Agreement.
G. Neither Prete nor Prete's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay,
sick pay, or other fringe benefit plan of City.
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1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If City fails to make payments to Prete in substantial compliance with this Agreement, such failure may be considered substantial
nonperformance and cause for suspension of performance of services under this Agreement. If Prete elects to suspend services, prior to
suspension of services, Prete shall give fifteen (15) days' written notice to City. In the event of a suspension of services, Prete shall have no
liability to City for delay or damage caused City because of such suspension of services. Before resuming services, Prete shall be paid all non -
disputed sums due prior to suspension. Prete's fees for the remaining services and the time schedules shall be equitably adjusted.
1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and understood by Prete that City may cancel or indefinitely
suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days' written
notice to Prete, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement
shall cease. Prete shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this
Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans and
other data, designs and work related to the Project shall become the property of City upon termination of this Agreement, and shall be promptly
delivered to City in a reasonably organized form without restriction on future use. Should City subsequently contract with another person for
continuation of services on the Project, Prete shall cooperate in providing information.
1.3.8.3 Nothing contained in Section 1.3.8.2 shall require City to pay for any work which is unsatisfactory as determined by City's
representative or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to
Prete when Prete is in default under this Agreement, nor shall this section constitute a waiver of any right, at law or at equity, which City may
have if Prete is in default, including the right to bring legal action for damages or to force specific performance of this Agreement.
1.3.9 PAYMENTS TO PRETE
1.3.9.1 Payments on account of services rendered shall be made monthly upon presentation of Prete's invoices. No deductions shall be made
from Prete's compensation on account of penalty, liquidated damages or other sums withheld from payments, or on account of the cost of
Changes in the Work, other than those for which Prete has been adjudged to be liable.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between City and Prete and
supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both City and Prete.
1.4.1.1 Other documents as follows:
(List other documents, if any, forming part of the Agreement.)
Exhibit "A" entitled "Prete's Scope of Services.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For Prete's services as described herein, compensation shall be computed as follows:
In accordance with Section 1.1.2.5 herein.
1.5.2 If the services of Prete are changed as described in Section 1.3.3.1, the compensation may be adjusted. Such adjustment shall be
calculated in an equitable manner.
1.5.3 Payments are due and payable thirty (30) days from the date of Prete's invoice, or not later than the time period required under the Texas
Prompt Payment Act, whichever is later. Non -disputed amounts unpaid sixty (60) days after the invoice date shall bear interest at the rate
entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of Prete.
(Insert rate of interest agreed upon.)
One percent (1%) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and
Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be
obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)
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ARTICLE 1.6 INDEMNIFICATION
1.6.1 Indemnification (Damage Claims). Prete agrees to defend, indemnify and hold City, its officers, agents and employees, harmless
against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for
which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Prete's breach of any of the
terms or provisions of this Agreement, or by any negligent act or omission of Prete in the performance of this Agreement; except that the
indemnity provided for in this section shall not apply to any liability resulting from the sole negligence of City, its officers, agents, employees
or separate contractors, and in the event of joint and concurrent negligence of both Prete and City, responsibility and indemnity, if any, shall be
apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available
to City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this section are solely for the
benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor or City
Manager, duly authorized to execute the same in its behalf, and by Sharon Prete, with both parties binding themselves, their successors and
assigns and legal representatives for the faithful and full performance of the terms and provisions of this Agreement.
CITY OF ROUND ROCK, TEXAS
By.
—game: h. ` •L 1
Title: m ' rt•_!
Date Signed: 3 — 13 O (.,o
ATTEST:
121E11 -
Christine R. Martinez, City Secretary
AP
VED AS TO FO
Stephan Slieets, City Attorney
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PROVIDER OF PERSONAL SERVICES:
SHARON PRETE
By:
Printed Name:
Date Signed:
EXHIBIT "A"
PRETE'S SCOPE OF SERVICES
The parties agree that the purpose of this Scope of Services is to delineate required duties, obligations,
responsibilities, performances and deliverables relative to Sharon Prete's employment as Project
Coordinator for the Games of Texas.
The parties agree that such duties, obligations, responsibilities, performances and deliverables include,
by way of illustration and not limitation, the following:
1. Prete shall serve as the Project Coordinator for the Games of Texas, and shall report to the City
of Round Rock Director of Parks and Recreation.
2. Prete shall be responsible for consulting with, taking direction from, and advising the Games of
Texas Executive Committee and all subcommittees, and shall ove;see all subcommittees as follow:
a. Budget Subcommittee
b. Marketing/Sponsorship/Signs and Banner Subcommittee
c. Opening Ceremonies Subcommittee
d. Venue/Facilities Subcommittee
e. Liaison/Hospitality/Volunteer Subcommittee
f. Lodging Subcommittee
g. Public Relations/Communications Subcommittee
h. Photography Subcommittee
3. Prete shall conduct meetings at least once monthly with each of the listed subcommittees, and
ensure that objectives are being timely met.
4. Prete shall make at least once -monthly reports to the Executive Committee concerning progress
of each of the listed subcommittees.
5. Prete shall act as liaison with the Texas Amateur Athletic Federation.
6. Prete shall work with marketing consultants and the Marketing Subcommittee and the Public
Relations Subcommittee on all branding and brochure materials.
7. Prete shall work with the Marketing Subcommittee and the Public Relations Subcommittee to
secure sponsorships to offset costs for the Games of Texas.
8. Prete shall devote sufficient time to her duties as Project Coordinator for the Games of Texas to
accomplish all duties and deliverables.
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