Contract - Michael Schuster Associates dba MSA Sport - 12/15/2022 City of Round Rock Agreement
for Architectural Services for
City of Round Rock
Dell Diamond—Renovations Project
With
Michael Schuster Associates, Inc.
(dba MSA Sport)
lTk in the ear
AGREEMENT made as of the of the month of� (� y
Two Thousand Twenty-Two(2022).
BETWEEN the Architect's client identified as the City or the Owner:
City of Round Rock
221 East Main Street
Round Rock,Williamson and Travis Counties,Texas 78664
and the Architect:
Michael Schuster Associates,Inc.
(dba MSA Sport)
316 West 41'Street
Cincinnati,Ohio 45202
For the following Project:
Professional architectural services and design services related to renovations to Dell Diamond located in Round
Rock,Texas,specifically visitor clubhouse and stadium technology.
Professional services for this Project shall include,but not be limited to, Schematic Design, Design Development,
Construction Documents,Bidding Phase and Construction Observation.
The Owner and the Architect agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
The Architect shall furnish the delineated services, including but not limited to meeting with the Owner's
representatives and others designated by the Owner to determine needs and requirements; rendering professional
consultation and advice; fiunishing all necessary design and contract administration services for the referenced
Project;and providing other specialized services.
Architectural services shall include the submittal of plans for Texas Accessibility Standards(TAS)review,which is
a requirement of federal law to comply with the ADA if the construction budget exceeds$50,000. Owner shall pay
the fees related to the submittal of plans for TAS review.
4894-1796-0499/ss2
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is: Complete renovations to Dell Diamond, specifically visitor clubhouse and stadium
technology.
The referenced Project consists of professional planning,design,and construction services related to the following:
Renovations to Dell Diamond in Round Rock,Texas.
1.1.2.2 The physical parameters are:
The Project is to be located on City-owned property at 3400 East Palm Valley Boulevard in Round Rock,Texas.
1.1.2.3 The Owner's Program is:
The program of development shall include but not be limited to the following elements: Confirm Project Program
and Space Requirements, Schematic Design Phase, Design Development Phase, Construction Documents Phase,
Bidding Phase and Construction Administration Phase. The tasks performed as a part of each element by Architect
shall be as stated in Exhibit "A," attached hereto and incorporated herein for all purposes. The parties agree that
elements or portions thereof, may be omitted by the Owner for reasons including meeting the Project budget and
Project requirements.
Schedule
The Architect shall provide and maintain a detailed project schedule accepted by the City, in Microsoft
Project or in an alternative format approved by the Owner throughout the duration of the Project.
1.1.2.4 The financial parameters are as follows:
The Fee Schedule relative to this Agreement is set forth in Exhibit"A,"attached here to and incorporated herein for
all purposes,and is as follows:
A. Professional Services
The Owner agrees to pay the Architect a total sum not-to-exceed Five Hundred Thousand and
No/100 Dollars($500,000.00)for professional services set forth in the attached Exhibit"A." Said
sum is a fixed not-to-exceed amount, and shall be paid as delineated in the attached Exhibit"A"
which is incorporated herein by reference for all purposes. Such not-to-exceed sum includes
amounts paid for Architect's services;for consultant fees for MEP engineers,structural engineers,
civil engineers,and ADA consultants as needed.
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses are included in the not to-exceed sum of$500,000.00 set forth
in Exhibit"A."
Travel reimbursements may be made for meals,travel,lodging as follows:
(1) all travel shall be in coach and not in business class;
(2) toll road charges if provided with documentation of the date and time the toll charges were
incurred;
(3) lodging shall be in a standard room in a hotel located within Round Rock's City limits;and
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(4) meals shall be reimbursed at an amount not-to-exceed$50.00 per day. This amount includes
tips.
Travel reimbursements shall only apply to travel in excess of forty (40) miles. Architect is
responsible for providing all receipts to Owner for the reimbursement of items set forth above.
Receipts shall be provided to the Owner within sixty (60) days of the expenditure to qualify for
reimbursement and shall provide enough detail for the Owner to determine the requested
reimbursements meet the criteria set forth herein. It shall be in the sole discretion of the Owner to
determine if expenses submitted by Architect are reasonable and qualify for reimbursement
pursuant to the terms of the Agreement.
Cost of personal entertainment, amusements, alcoholic beverages, traffic citations,personal items
or illegal activities will not be reimbursed. Expenses due to vacations or personal trips in
conjunction with travel are not reimbursable. Adequate travel time is allowed,but travel expenses
are not paid for absences not required by Owner business.
C. Additional Services
Additional services are defined as any services not included as part of the scope of work of the
project including revisions to previously-approved plans that necessitate additional work for the
Architect, substantive changes in Project scope, or additional work necessitated by unknown or
reasonably unforeseen circumstances. The City agrees to pay Fifty-Thousand and No/100
Dollars ($50,000.00) for additional services solely requested by the City and agreed upon by the
City and Architect. Any additional services exceeding $50,000.00 shall be performed under a
supplemental agreement negotiated at a time subsequent to this Agreement.
D. Total Liability for Payments:
The total liability for payment for professional services paid pursuant to paragraph A above,
reimbursable expenses paid pursuant to paragraph B above, and additional services paid pursuant
to paragraph C above, shall not exceed Five Hundred Fifty Thousand and No/100 Dollars
($550,000.00).
1.1.2.5 The time parameters are:
Services hereunder shall commence within ten(10)days upon receipt by the Architect of a Notice to Proceed from
the Owner. Completion date shall be agreed upon by Owner and Architect. Other time parameters or adjustments to
time parameters may be determined at a later date by mutual agreement of the parties.
1.1.2.6 The proposed procurement or delivery method for the Project is: Undetermined.
1.1.3 PROJECT TEAM
1.1.3.1 The Owner's Designated Representatives are:
Laurie Hadley,City Manager
City of Round Rock
221 East Main Street
Round Rock,Texas 78664
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Gina Cordeiro,Project Manager
Building Construction,City of Round Rock
212 Commerce Boulevard,
Round Rock,Texas 78664
1.1.3.2 The Owner's consultants and contractors are:
Architect of Record/Prime Firm:
Michael Schuster Associates,Inc.
(dba MSA Sport)
• 316 West 41'Street
Cincinnati,Ohio 45202
Consultants:
Walter P Moore
1301 McKinney,Suite 1100
Houston,Texas 77010
ME Engineers
4550 Post Oak Place,Suite 305
Houston,Texas 77027
J.S.Held LLC
3950 Virginia Avenue
Cincinnati,Ohio 45227
Any additional Consultants are to be submitted to Owner and approved by Owner.
1.1.33 The Architect's Designated Representative is:
Christopher Bujnak,AIA
Michael Schuster Associates,Inc.
(dba MSA Sport)
316 West 4t'Street
Cincinnati,Ohio 45202
1.1.3.4 Any additional consultants retained at the Architect's expense shall be submitted to and approved by
Owner.
1.1.4 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or
extended without written agreement of the Owner and the Architect.
1.1.5 It is expressly understood and agreed by and between the parties hereto that any alteration in schedule,
compensation and Change in Services shall be affected only by Supplemental Agreement hereto. Any such
Supplemental Agreement to this Agreement must be duly authorized by appropriate City Council or City Manager
action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Architect shall fully cooperate with one another to fulfill all their respective obligations
required under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working
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relationships among all members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely
manner regarding requirements for and limitations on the Project.
1.2.2.2 The Owner shall establish and periodically update the budget for the Project, including that portion
allocated for the Cost of the Work,the Owner's other costs,and reasonable contingencies related to all costs.
1.2.2.3 The Owner's Designated Representatives identified in Paragraph 1.1.3.1 shall be authorized to act on the
Owner's behalf with respect to the Project. The Owner or Owner's Designated Representatives shall render
decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable
delay in the orderly and sequential progress of the Architect's services.
1.2.2A The Owner may furnish the services of consultants other than those designated in Paragraph 1.1.3.2 or
authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect
and are reasonably required by the scope of the Project or a change in the scope of the Project. Any service
furnished by the Architect at the Owner's request must be approved by the Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing, the Owner shall furnish or pay
for tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and
chemical tests,tests for air and water pollution,and tests for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, which
may be reasonably necessary at any time for the Project to meet the Owner's needs and interests.
1.2.2.7 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 in the Architect's Instruments of Service.
1.2.2.8 The Owner will furnish building permits without charge. Electrical,plumbing and other trade permits will
be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by
the Owner and are not to be included by the Architect in the specifications for the Project.
1.2.2.9 Owner agrees to pay the actual costs of review fees associated with Texas Building Accessibility reviews,
reviews by other authorities having jurisdiction,and any other required filing fees.
1.2.2.10 The Owner will provide the Architect with miscellaneous items such as the Project Facility Program, one
digital copy of the City of Round Rock General and Supplementary Conditions for Building Construction, Wage
Rates,Contract and Bond Forms,and such other information and materials as may be necessary and practicable for
the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent
practicable,these documents shall be utilized in the preparation of the construction documents.
1.2.2.11 The Owner will provide timely review and response to inquiries in order to maintain an orderly progression.
1.2.2.12 Any information related to design standards and Owner-furnished equipment specifications not provided
pursuant to Section 1.2.2.10 above and desired by the Architect from the Owner must be requested by the Architect
in writing during the initial Phase of the Project.
1.2.3 ARCHITECT
1.2.3.1 The services performed by the Architect,the Architect's employees and the Architect's consultants shall be
as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in
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supplemental documents,and in related documents.
1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care
and the orderly progress of the Project. The Architect shall submit for the Owner's approval a detailed schedule in
Microsoft Project or an approved alternative format for the performance of the Architect's services which initially
shall be consistent with the time periods established in Exhibit "A" and which may be adjusted, if necessary and
approved by the Owner,as the Project proceeds.This schedule shall include allowances for periods of time required
for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by
authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner
shall not,except for reasonable cause,be exceeded by the Architect or the Owner.
1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3.3 shall be authorized to act on the
Architect's behalf with respect to the Project.
1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the
Owner,unless withholding such information would violate the law,create the risk of significant harm to the public
or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall
require of the Architect's consultants, similar agreements to maintain the confidentiality of information specifically
designated as confidential by the Owner.
1.2.3.5 Except with the Owner's knowledge and written consent, the Architect shall not engage in any activity,or
accept any employment, interest or contribution that would reasonably appear to compromise the Architect's
professional judgment with respect to this Project or compromise the performance of the approved schedule for this
Project.
1.2.3.6 The Architect shall review laws,codes,and regulations applicable to the Architect's services. The Architect
shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction
over the Project.
1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and
information furnished by the Owner. 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.
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 the Owner of all elements of the Project designed by the Architect.
1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials
furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect,
including the costs of management or supervision of construction or installation provided by a separate construction
manager or contractor,for the Contractor's overhead and profit.
1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants,
the costs of the land,rights-of-way and financing or other costs that are the responsibility of the Owner.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the
Architect and the Architect's consultants are Instruments of Service for use solely by the Owner. All of the
Architect's designs and work product under this Agreement, including but not limited to Tracings, Drawings,
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Estimates, Specifications, Investigations, Studies and other documents, shall be the property of the Owner, to be
used as the Owner desires; by execution of this Agreement and in confirmation of the fee for services to be paid
under this Agreement,the Architect hereby conveys,transfers and assigns to the Owner 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 the Architect. The Architect shall be liable to the Owner for any loss or
damage to any such documents while they are in the possession of or while being worked upon by the Architect or
anyone connected with the Architect,including agents,employees,consultants or subcontractors. All documents so
lost or damaged shall be replaced or restored by the Architect without cost to the Owner.
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner permission to reproduce the
Architect's Instruments of Service for purposes of constructing,using and maintaining the Project,provided that the
Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement.
The Architect shall obtain similar permission from the Architect's consultants consistent with this Agreement.
Upon termination of the Agreement, the Owner is permitted to authorize other similarly credentialed design
professionals to reproduce and,where permitted by law,to make changes,corrections or additions to the Instruments
of Service for the purposes of completing,using and maintaining the Project or additional projects.
1.3.23 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted
herein to another party without the prior written agreement of the Architect.However,the Owner shall be permitted
to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce
applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work.
Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes
in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at the
Owner's sole risk and without liability to the Architect and the Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner
providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the
Architect shall by separate written agreement set forth the specific conditions governing the format of such
Instruments of Service or electronic data, including any special limitations not otherwise provided in this
Agreement.
1.3.2.5 All plans and drawings will be prepared and submitted digitally by the Architect to the Owner for approval
on a minimum 24-inch by 36-inch format,with all lettering processed in ink or pencil and clearly legible when the
sheets are reproduced and reduced to half size.
13.2.6 Upon completion of the construction of the Project, the Architect shall, within thirty (30) calendar days
from receipt of final-as-built mark-ups from the contractor,deliver to the Owner the reproducible Record Drawings
and Record Specifications as described supplementally herein. In addition,the Architect shall submit originals of all
documents listed under Section 1.3.2.1 modified to actual as-built conditions as provided by the General Contractor.
1.3.2.7 The Architect shall have no liability for changes made to the drawings. Any such change shall be sealed by
the architect making that change and shall be appropriately marked to reflect what was changed or modified. To the
extent permitted by law, the Owner agrees to indemnify, defend and hold harmless the Architect for any claims,
damages, suits and loss of every kind and nature for the unauthorized re-use of the Architect's Instruments of
Service.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, 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 affected only by Supplemental Agreement hereto. Any such
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Supplemental Agreement to this contract must be duly authorized by appropriate City Council or City Manager
action.
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 the Architect's services, the Architect
may proceed in accordance with applicable law to comply with lien notice or filing deadlines prior to resolution of
the matter by mediation.
1.3.4.2 The Owner and the Architect 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 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 The Owner and the Architect hereby expressly agree that no claims or disputes between the Owner and the
Architect arising out of or relating to the contract documents or a breach thereof 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 the Owner is subject to an arbitration
proceeding related to the Project, the Architect consents to be joined in the arbitration proceeding if the Architect's
presence is required or requested by the Owner for complete relief to be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 The Architect and the Owner 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 parry'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 Substantial Completion. In no event shall
such statutes of limitations commence to run any later than the date when the Architect's services are substantially
completed.
1.3.7.3 To the extent damages are covered by property insurance during construction,the Owner and the Architect
waive all rights against each other. The Owner, as appropriate, shall require of the contractors, consultants, agents
and employees of any of them similar waivers in favor of the other parties enumerated herein.
1.3.7.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in
favor of a third party against either the Owner or the Architect.
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1.3.7.5 Unless otherwise provided in this Agreement, the Architect and the Architect's consultants shall have no
responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous
materials or toxic substances in any form at the Project site.
13.7.6 The Architect shall have the right to include photographic or artistic representations of the design of the
Project among the Architect's promotional and professional materials. The Architect shall be given reasonable
access to the completed Project to make such representations. However, the Architect's materials shall not include
the Owner's confidential or proprietary information.
1.3.7.7 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall
be submitted to the Architect for review at least seven (7) days prior to the requested dates of execution. The
Architect shall not be required to execute certificates that would require knowledge, services or responsibilities
beyond the scope of this Agreement.
1.3.7.8 The Owner and the Architect, respectively,bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners,successors,assigns and legal representatives
of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign
this Agreement without the written consent of the other.
1.3.7.9 All Exhibits to the Contract are incorporated herein as a part of the Contract. Any inconsistencies or
conflicts in Contract and Exhibits shall be resolved by giving preference to pages one (1) through ten (10) of the
Contract.
1.3.7.10. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a
contract with a company for goods or services unless the contract contains written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract. The signatory
executing this Agreement on behalf of Architect verifies Architect does not boycott Israel and will not boycott Israel
during the term of this Agreement.
13.7.11 In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract
with a company with at least ten(10)full-time employees for value of at least One Hundred Thousand and No/100
Dollars ($100,000.00) unless the contract has a provision in the contract verifying that it: (1) does not have a
practice,policy,guidance,or directive that discriminates against a firearm entity or firearm trade association;and(2)
will not discriminate during the term of the contract against the firearm entity or firearm trade association. The
signatory executing this Agreement on behalf of the Architect verifies that the Architect does not have a practice,
policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and it will not
discriminate during the term of this Agreement against a firearm entity or firearm trade association.
1.3.7.12 In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract
with a company with at least ten(10)full-time employees for a value of at least One Hundred Thousand and No/100
Dollars ($100,000.00) unless the contract has a provision in the contract verifying that it: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of this Agreement. The signatory
executing this Agreement on behalf of the Architect verifying the Architect does not boycott energy companies,and
it will not boycott energy companies during the term of this Agreement.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect 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 the Architect elects to suspend services,prior to suspension of services, the Architect shall give
fifteen(15)days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no
liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before
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resuming services, the Architect shall be paid all non-disputed sums due prior to suspension. The Architect'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 fully understood by the Architect
that the Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause
or for the convenience of the Owner,upon fifteen(15)days'written notice to the Architect,with the understanding
that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease.
The Architect shall invoice the Owner 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, field surveys, maps, cross sections and other data, designs and work
related to the Project shall become the property of the Owner upon termination of this Agreement, and shall be
promptly delivered to the Owner in a reasonably organized form without restriction on future use. Should the
Owner subsequently contract with a new architect for continuation of services on the Project, the Architect shall
cooperate in providing information.
1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require the Owner to pay for any work which
is unsatisfactory as determined by the Owner's representative or which is not submitted in compliance with the
terms of this Agreement. The Owner shall not be required to make any payments to the Architect when the
Architect is in default under this contract,nor shall this section constitute a waiver of any right,at law or at equity,
which the Owner may have if the Architect 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 ARCHITECT
1.3.9.1 Payments on account of services rendered shall be made monthly upon presentation of the Architect's
statement of services.
1.3.9.2 Costs for Professional Services, Reimbursable Expenses, and Additional Services are included in the not-
to-exceed sum for total compensation of $550,000.00 and include expenses incurred by the Architect and the
Architect's employees and consultants directly related to the Project,as described in 1.1.2.4.B.
1.3.93 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services
performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be promptly provided to the
Owner or the Owner's authorized representatives.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the
Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto,such
as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee
retirement plans and similar contributions.
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 the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either
written or oral. This Agreement may be amended only by written instrument signed by both the Owner and the
Architect.This Agreement comprises the documents listed below.
1.4.1.1 Architectural Services Agreement between Owner and Architect.
1.4.1.2 Other documents as follows:
Exhibit"A"Scope of Services—Visitor Clubhouse and Stadium Technology
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"Supplemental Agreement No. 1"supplementing Architectural Services Agreement between Owner and Architect.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of
ADA/TAS to design and construct a facility for first occupancy later than January 26, 1993 that does not meet the
accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is
structurally impractical to meet such requirements. The Architect will use its best professional efforts to interpret
and meet applicable ADA/TAS requirements and other federal, state and local laws, rules, codes, ordinances and
regulations as they apply to the Project.
ARTICLE 1.5 COMPENSATION
1.5.1 Payments for services shall be made monthly, and where applicable, shall be in proportion to services
performed on the basis set forth in this Agreement and in format requested by the Owner.
1.5.2 Payments are due and payable thirty(30) days from the date of the Architect'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 the Architect.
Payments hereunder shall be made in accordance with the Prompt Payment Act.
This Agreement entered into as of the day and year first written above.
[Signatures on the following page.]
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OWNER ARCHITECT
CITY OF ROUND ROCK,TEXAS MICHAEL SCHUSTER ASSOCIATES,INC.
(dba MSA SPORTS)
By: By:
Craig Morga ,Ma r " ael Schuster
Date: 1 /1-7S Z Date:
ATTEST:
By:
Meagan Spinks,Ci lerk
FOR CITY,APPROVED AS TO FORM:
By:
Steeianie L.Sandre,City Attorney
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Exhibit "A"
MSA SPORT
11/14/2022
Ms.Gina Cordeiro
Project Manager Building Construction
City of Round Rock
Building Construction& Property Maintenance
212 Commerce Blvd
Round Rock,TX 78664
Re: The City of Round Rock,TX
Dell Diamond Renovation-Visitor Clubhouse&Stadium Technology
Design Services Proposal
Dear Gina:
Thank you for the opportunity to provide design services,Schematic Design through Construction Administration,for
the Visitor Clubhouse & Stadium Technology improvements to the existing Dell Diamond baseball stadium. We
appreciate the opportunity to provide these professional services for the project.We have developed our proposal with
an emphasis on providing quick,effective,and diligent services to the City of Round Rock.The following is our Proposal
which outlines the criteria for which our services will be provided. Our proposal is organized per the following:
I. Project Understanding
II. Scope of Services/Deliverables
III. Form of Agreement
IV. Schedule
V. Compensation and Reimbursable Expenses
I. PROJECT UNDERSTANDING
In early 2021 MSA Sport began working with the City of Round Rock and The Express to develop a concept master plan
for improvements to the Dell Diamond stadium as result of forthcoming MLB requirements and the PDL Operating
Guidelines. Using the guidelines set forth,the team identifies areas within the stadium that would bring the facility
both within and beyond the requirements set forth. These improvements-as developed during the Discovery Phase
- included both new builds and renovations to existing spaces in various locations throughout the facility. The intent
of this concept master plan phase was to both identify the potential improvements and provide the City and The Express
with a road map to assist with decision making regarding both anticipated budgets and schedule. The various
improvements that were identified are anticipated to manifest themselves in a phased approach over the course of
multiple baseball seasons.
Per the Pre-Proposal meeting held with the City of Round Rock and The Express on June 14,2022,this specific design
services proposal is for the project identified as a first phase - the Visitor Clubhouse. Subsequent conversations in
October 2022 have added to the scope of stadium technology assessment and the associated design documents. Per
the concept planning and rendering design documents reviewed - dated October 2022 - the revised floor plan was
eliminating the team store was selected as the final direction for further development via technical document
production.
mraarch.ram CINCINNATI I COLUMBUS I ORLANDO 855241.5666
Exhibit "A"
MSA SPORT
City of Round Rock-Dell Diamond Renovation Visitor Clubhouse&Stadium Technology
November 14,2022
Page 2 of 8
This project is an 8,000SF new facility for visitor clubhouse programming located in right field of the existing Dell
Diamond stadium. The building is sited between the existing United Heritage Center and Home Run Dugout,overtop
the existing outdoor pool. This project will make connection to the playing field (via new stairs) and to the existing
adjacent drive (via new entrance stairs,ramp and site work). This project will include all programming as shown in
the Concept 3 plan dated July 2021 to satisfy current PDL Requirements as they relate to the visiting team. It wilt also
provide the stadium with a new location for the sales of merchandise. The exterior aesthetic of this new building wilt
draw heavily from the existing context, using materials and massing that are harmonious with Dell Diamond per the
concept renderings that have been presented.
It is also understood that the existing Dell Diamond stadium will undergo facility-wide technology improvements. This
first phase project will also provide a technology assessment of both the new Visitor Clubhouse and the stadium as a
whole and provide recommendation identifying the required improvements to allow these current renovations and any
anticipated future modifications. Design services then include the associated technology design per the attached ME
Engineers design services proposal.
For this project MSA Sport will have the following design consultants under their umbrella as part of their team: Walter
P Moore(Structural Design),ME Engineers(MEPFP&T Design),Preview Group(Code Consultant),and JS Held(Project
Estimating&Scheduling). It is understood that the Civil Engineer for this project will be 2P Consultants, LLC and will
be retained by the City of Round Rock. It is also understood that landscape designer will be retained by the City. The
MSA Sport design team will coordinate design and documents with this Civil Engineer and landscape designer as
though they were under our umbrella of responsibility.
This project's design will be developed and documented using current BIM technology. Both the Level 4 REVIT model
that is developed and other compatible/associated drawings file types will be provided to the City of Round Rock upon
request.
II. PROJECT APPROACH /SCOPE OF SERVICES
Given the project understanding outlined above, working with you we will develop a project approach focused on
delivering the defined Dell Diamond Visitor Clubhouse&Stadium Technology project. This approach will put in place
a means for tracking correspondence,scope, budget,and schedule as we move from Schematic Design (SD)through
Construction Administration (CA)to ensure the highest quality of programming and design is delivered to The City of
Round Rock.
The project approach will be used as a guide for both project execution and project control. The project approach
ultimately defines the expectations and goals of the project. The project approach is also the means our team will use
to document planning decisions, facilitate communication among the project stakeholders, and document approved
scope,cost,and schedule baselines. This approach will begin at a high level(SD)and start more as summary. Then,
as the renovation project develops(DID thru CA),the approach will become more detailed and specific as required.
All design services listed within this section of the proposal are part of Basic Services. Any design service or deliverable
not specifically outlined within this section of the proposal may be provided to the City of Round Rock under separate
proposal as requested by means of an Additional Service. These additional design services and deliverables not
specifically listed within this section of the technical proposal are not included as part of the Basic Services.They will
not be provided until approval of additional fee. If additional services are deemed necessary for this project,the MSA
Exhibit "A"
MSA SPORT
City of Round Rock-Dell Diamond Renovation Visitor Clubhouse&Stadium Technology
November 14,2022
Page 3 of 8
Sport team and associated design consultants will use their 2022-23 standard hourly rate for development of the
respective future additional services requests.
Our design approach and respective anticipated durations for the Basic Services is organized into the five
phases as follows.The durations are from the City's formal approval to proceed with the respective phase.
Phase 1 -Schematic Design(4 Week total)
Phase 2- Design Development(5 Week total)
Phase 3-Construction Documents(6 Week total)
Phase 4- Permit&Bidding(4 Week anticipated duration)
Phase 5-Construction Administration/Project Closeout(10 month anticipated duration)
PHASE 1 -Schematic Design
Using the work developed during the Programming and Concept phase of design (The Discovery Phase), we will
prepare schematic design drawings and specification documents. These drawings will basically represent a 15%
construction document set and will include the following:
o As with Programming and Concept design - conducted prior to development of this technical proposal- we
will begin the Schematic Design phase with a meeting to critique the design as currently developed. Again,
the purpose is to revisit the defined goals and objectives and make sure the design satisfies those expectations.
o We will update/revise the program and concept design as needed if adjustments are necessary to align with
the project's design and cost expectations.
o We will develop preliminary building code analysis.
o We will develop preliminary floor and roof plans showing construction requirements.
o We will develop preliminary detailed exterior elevations.
o We will develop preliminary wall sections where applicable.
o We will develop preliminary detailed interior elevations.
o We will develop preliminary detailed material finish selections,details,and schedules.
o We will conduct numerous remote coordination working sessions with the civil engineer/landscape design.
o We will develop preliminary structural plans,details,schedules,and specifications.
o We will develop preliminary MEP&T plans,details,schedules,and specifications
o Conduct the stadium technology assessment and requirement findings with overall project development.
o We will provide preliminary outline specifications in book format for atl design disciplines.
o We anticipate weekly internal design team meetings to review and coordinate progress.
o Prepare a Schematic Design estimate for the project.
o We've anticipated several coordination meetings(as needed)to work closely and communicate with the City
of Round Rock;ensuring the primary stakeholders are part of and participates in directing the development of
the project. During the Schematic Design phase,we anticipate a total of three(3)meetings with the City:two
(2) virtual and one (1) in person. We will prepare meeting minutes for each meeting and distribute to the
team within thirty-six(36)hours of meeting's end.
o Begin to identify project Alternates,if applicable,to maintain the overall project budget.
0 15%documents(in digital format,PDF)will be provided to the City of Round Rock for review. At the completion
of the City's review,dispositions of the comments will be conducted.
Exhibit "A"
MSA SPORT
City of Round Rock-Dell Diamond Renovation Visitor Clubhouse&Stadium Technology
November 14,2022
Page 4 of 8
PHASE 2- Design Development
Using the work developed during the Schematic Design phase, we will prepare design development drawings and
specification documents. These drawings will basically represent a 30%construction document set and will include
the following:
o As with Schematic Design,we wilt begin the Design Development phase with a meeting to critique the design
as currently developed. Again,the purpose is to revisit the defined goals and objectives and make sure the
design satisfies those expectations.
o We will update/revise the design as needed if adjustments are necessary to align with the project's design
and cost expectations.
o We will provide updated building code analysis.
o We will provide updated detailed floor and roof plans showing construction requirements.
o We will provide updated detailed exterior elevations.
o We will provide updated wall sections where applicable.
o We will provide updated detailed interior elevations.
o We will provide updated detailed material finish selections,details,and schedules.
o We will provide continued coordination with the civil engineer's/landscape design plans.
o We will provide updated detailed structural plans,details,schedules,and specifications.
o We will provide updated detailed MEP&T plans,details,schedules,and specifications
o We wilt begin implementation of the stadium technology assessment and start formal technical documents.
o We will provide preliminary outline specifications in book format for all design disciplines.
o We anticipate weekly internal design team meetings to review and coordinate progress.
o Prepare a Design Development estimate for the project.
o Continue to develop project Alternates,if applicable,to maintain the overall project budget.
o We've anticipated several coordination meetings(as needed)to work closely and communicate with the City
of Round Rock,ensuring the primary stakeholders are part of and participates in directing the development of
the project. During the Design Development phase,we anticipate a total of three (3) meetings with the City:
two(2)virtual and one(1) in person.We will prepare meeting minutes for each meeting and distribute to the
team within thirty-six(36)hours of meeting's end.
0 30%documents(in digital format,PDF)will be provided to the City of Round Rock for review. At the completion
of the City's review,dispositions of the comments will be conducted.
PHASE 3-Construction Documents
Once the Design Development drawings have been approved by the City of Round Rock we will proceed with
Construction and Bidding Documents. These documents will clearly and effectively communicate the requirements of
the project's design and provide contractors with information necessary to bid and construct the project.This set will
also allow for permitting of the project. During this phase we will:
o As with previous phases of work,we will begin the Construction Document phase with a meeting to critique
the design as currently developed. Again,the purpose is to revisit the defined goals and objectives and make
sure the design satisfies those expectations.
o We will provide finalized building code analysis.
o We will provide finalized floor and roof plans showing construction requirements.
o We will provide finalized exterior elevations.
Exhibit "A"
MSA SPORT
City of Round Rock-Dell Diamond Renovation Visitor Clubhouse&Stadium Technology
November 14,2022
Page 5 of 8
o We will provide finalized interior elevations.
o We will provide finalized material finish selections,details,and schedules.
o We will provide final coordination with the civil engineer's/landscape design plans.
o We will provide finalized structural plans,details,schedules,and specifications.
o We will provide finalized MEP&T plans,details,schedules,and specifications.
o We wilt finalize the stadium electrical assessment and requirement findings with overall project development.
o We will provide updated finalized specifications for all disciplines in book format.
o We will finalize the project Alternates,if applicable,to maintain the overall project budget.
o We will issue"review"drawings at 70%complete for the City of Round Rock's review. We will schedule follow-
up dispositions of the City's comments and to address any other concerns prior to the issuance of the final
plans.
o We've anticipated several coordination meetings(as needed)to work closely and communicate with the City
of Round Rock;ensuring the primary stakeholders are part of and participates in directing the development of
the project. During the Construction Document phase,we anticipate a total of three(3)meetings with the City:
two (2) virtual and one (1) in person. We will prepare meeting minutes for each meeting and distribute to
the team within thirty-six(36)hours of meeting's end.
o Prepare a Construction Documents estimate for the project.
o Complete 100%documents(in digital format,PDF)will be issued to the selected contractors for formal sealed-
envelope bidding. These documents will include a full set of design specifications, front end documents
including general and special conditions,bid forms,and construction drawings.
o Our documents will be comprehensive, consistent, unambiguous, and provide the contractors with a clear
understanding of the project's renovation requirements. Our drawings will be fully coordinated among all
design trades and assembled into one complete set of drawings.
PHASE 4- Permit& Bidding
Once technical documents are complete,the design team will participate and conduct the following tasks
both to permit the project and to assist the contractors while preparing sealed-envelope bids:
o We will submit for and secure a building permit with the City of Round Rock including completion of all or any
drawing revisions necessary to secure the permits. This is inclusive of participating in all General Services
Department(GSD)reviews and permit applications that are non-City related.
o Review meetings with the appropriate design review/permit application jurisdictions.
o Issue Addendum documents (text and drawings) to the bidding contractors as required during the bidding
phase of the project to assure development of an accurate sealed bids.
o We will participate in pre-bid meetings as well as be available throughout the bidding process to answer
questions(RFI's).
o We will assist the City of Round Rock in the contractor evaluation and completeness of the bids, and the
awarding of the final construction contracts as needed. In addition,we will participate in contractor interviews
and reviews if requested. It's anticipated that these bid review meetings will be conducted remote.
o During the Permit&Bidding phase,we anticipate a total of three(3)meetings with the reviewing jurisdictions:
two(2)virtual and one(1)in person.We will prepare meeting minutes for each meeting and distribute to the
team within thirty-six(36)hours of meeting's end.
Exhibit "A"
MSA SPORT
City of Round Rock-Dell Diamond Renovation Visitor Clubhouse&Stadium Technology
November 14,2022
Page b of 8
PHASE 5-Construction Administration/Project Closeout
During this phase we will assist the City of Round Rock with the construction of the project. We will provide
the necessary CA services to ensure that all the contractors engaged to execute the work are meeting the
requirements of the construction documents.Our services during this phase will include:
o Response and review of RFI's during bidding and construction. We will document, log, and track RFI's and
respond to all RFI's in a timely manner to ensure zero impact on the construction schedule. We believe the
number of RFI's are a function of the completeness of the bid documents and,therefore,as authors of the bid
documents, we (our team) is committed to responding to all RFI's though the construction process.
Understanding some RFI's take more time to respond to than others,our goal is to always respond within 48
hours of receipt.
o Review of all submittals and shop drawings. It is understood the City of Round Rock reviews all submittals
and shop drawings concurrently. We will document, log,and track all submittals/shop drawings and return
them in a timely manner to ensure zero impact on the construction schedule. Our goal is to return all shop
drawings/submittals within 5 days,depending on the complexity of the submittal or shop drawing submitted.
All shop drawings/submittals will be logged in,tracked and copies will be kept for future reference.
o We will attend weekly OAC meetings,it's anticipated that these will be remote.
o We will complete ten (10) site visits during construction. A written report of observations will be prepared
and issued to the City of Round Rock.
o We will develop a written punch list and provide follow-up review to ensure punch list items/issues are being
addressed in a timely manner.
o We wilt conduct one (1) additional site visit prior to the expiration of the one-year General Guarantee period
for material and labor provided by the contractor. A written report of observations wilt be prepared and issued
to the City of Round Rock.
o We will provide close-out and as-built documentation as required.
o We will perform a post-occupancy evaluation to confirm that the design intent is functional and satisfactory.
o We will assist with and ensure that a Certificate of Occupancy(CO)is obtained for all parts of the project.
We believe the above-outlined process allows for continuous input and communication as well as a checks and balances
approach to ensure the project documents contain all the information necessary to construct this Dell Diamond
Renovation project on time and within budget. On projects such as this,communication is everything. It is our job to
make sure the City of Round Rock has a clear vision of how this project will be constructed and that all your needs
have been addressed.
III. FORM OF AGREEMENT
MSA Sport recommends a signature on this proposal of services to represent your approval for us to proceed with the
design work as outlined. If need be,we can revert to an original formal AIA agreement,or an organization standard
contract form should the City of Round Rock require such.
IV. SCHEDULE
We are ready to begin work immediately upon your approval of this proposal. It is understood that this proposal may
not receive final formal approval from the City of Round Rock until November 2022. Using this timeline,we anticipate
our final technical document deliverable - Construction Documents - will be provided in May 2023. The anticipated
durations for each of the design phases are as listed within Part 11 of this proposal. It is understood that the City of
Exhibit "A"
MSA SPORT
City of Round Rock-Dell Diamond Renovation Visitor Clubhouse&Stadium Technology
November 14,2022
Page 7 of 8
Round Rock will develop the overall project schedule inclusive of all applicable timelines and durations beyond control
of the design team. The above-noted dates are dependent on release of approvals from the City of Round Rock.
V. COMPENSATION AND REIMBURSABLE EXPENSES
The anticipated probable cost / budget allocation for this project is$4,750,000. This budget allocation is based on
current mid-2022 construction market conditions and does not reflect nor account for future unforeseen material
supply chain complications and other cost influencers. Please note,this probable cost /budget allocation does not
include construction work required as determined by the technology assessment findings. The initial assessment will
provide the probable cost/budget for this respective work.
MSA Sport proposes to complete the design work as outlined above-as included in the Basic Services-for the fixed
lump sum fee as noted below.The City of Round Rock will be billed percentages as complete-per design phase-for
actual time and expenses incurred on this project.The general percentage breakdown of total fee allocations as listed
below is as follows:SD(15%).DO(25%),CD(35%),and CA/PC(25%)-the Permit& Bidding phase are included within
the CA/PC number below.Based upon our current understanding of the project scope for the Dell Diamond Renovation
-Visitor Clubhouse& Stadium Technology project,we believe the MSA Sport team can complete the required scope
of services for the following fee:
Design Team SD DID CD CA/PC Total
MSA Sport $35,250 $58.750 $82,250 $58,750 $235,000
Walter P Moore $3,300 $5,500 $7,700 $5,500 $22.000
ME Engineers $4,000 $10,000 $16.000 $10.000 $40.000
Preview Group $900 $900 $900 $0 $2,700
JS Held $2,500 $3.000 $2.000 $1,000 $8,500
Reimbursable $2 000 $2 000 $2,000 $19,300 $25,300
Subtotal Project Fee $47.950 $80,150 $110,850 $94,550 $333,500
ME Engineers Visitor Clubhouse Technology Services-per proposal $18,500
ME Engineers Ballpark Technology Services-per proposal $148000
Total Project Fee $500,000
Additional site visits,as requested by the City of Round Rock,beyond the quantities noted within this proposal will be
conducted at the following flat rate per person: $1,200. Each additional site visit anticipates one (1) overnight stay.
Also,the above listed fee total for Preview Group(codes consultant)is an anticipated allowance.
The above fee number is based on the scope identified as part of this proposal and the Pre-Proposal Meeting held with
City of Round Rock on June 14,2022.Our fee to complete the work as outlined above under the scope of services will
not exceed$500,000. We will invoice on a percentage complete basis using the$500,000 amount as the not to exceed
amount.
Known reimbursable expenses sl[g included in the fees outlined above. Reimbursable expenses are generally those
expenses associated with travel, deliveries, photography, printing, binding, and reproductions. Please note, that all
required permit application/balance fees,Bid Document printing/delivery costs,and GSD green paper reproductions
for this project are not included within the above-listed number. In addition,additional site visits beyond those listed
within this proposal have been identified with a per visit/per person cost.
Exhibit "A"
MSA SPORT
City of Round Rock-Dell Diamond Renovation Visitor Clubhouse&Stadium Technology
November 14,2022
Page 8 of 8
Upon acceptance of this proposal,we will immediately start our work. In order to start the work,we simply need
a written acknowledgment(approval to proceed)from you below. Any changes to the scope of work will be noted and
you will be notified of anticipated fee adjustments prior to MSA Sport proceeding with the work.
Once again,we thank you for the opportunity to begin this working relationship with the City of Round Rock. Please
review this proposal and let us know if we have misunderstood your requests or need any additional information. If
this project scope and understanding meets your approval,please sign and date a copy of this letter and return to us
for our records. Should you require proposals in alternate formats,please let me know at your earliest convenience.
Please feel free to call me with any questions you may have.
Sincerely,
MSA Sport
Christopher Bujnak,AIA
Principal
Accepted: Date:
(signature)
By:
(printed name)
Representing:
(company name)
Cc: Mike Schuster FAIA, MSA Sport
Steve Langenkamp,MSA Sport
Alex Spencer,MSA Sport
Atmnt: Terms&Conditions
Walter P Moore Proposal dated:August 2,2022
ME Engineers Proposal dated:November 9,2022
JS Held Proposal dated:June 24,2022
Terms and Conditions
Fee
The total fee,except stated lump sum,shall be understood to be an estimate,based upon Scope of Service,and shall not be exceeded by more than ten percent,without
written approval of the Client.Where the fee arrangement is to be an hourly basis,the rates shall be those that prevail at the time services are rendered.Reimbursable
expenses are invoiced with a markup of no greater than 1.1%.
Billing/Payments
Invoices for services and reimbursable expenses shall be submitted,at Michael Schuster Associates,Inc.(hereinafter referred to as MSA)option,either upon completion
of the services or on a monthly basis.Invoices shall be payable within 30 days after the invoice date.A service charge of 1.5%(or the maximum legal rate)per month will
be applied to the unpaid balance after 30 days from the invoice date.MSA shall have the right to suspend/terminate services if payment is not received within 60 days
after the invoice date and MSA shall have no liability for any resultant delays or damages incurred by Client as a result of such suspension/termination.Retainers shall
be credited on the final invoice.The Client agrees to pay all costs of collection,including reasonable attorneys fees.
Standard of Care
In providing services under this agreement,MSA will endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of
the same profession currently practicing under similar circumstances.MSA will perform its services as expeditiously as is consistent with professional skill and care and
the orderly progress of MSA's part of the Project.Regardless of any other term or condition of this Agreement,MSA makes no express or implied warranty of any sort.
All warranties,including warranty of merchantability or warranty of fitness for a particular purpose,are expressly disclaimed.
Consequential Damages
Notwithstanding any other provision to the contrary,and to the fullest extent permitted by law,neither the Client nor MSA shall be liable to the other for any incidental,
indirect or consequential damages arising out of or connected in any way to the Project or this Agreement.This mutual waiver of consequential damages shall include,
but not be limited to,loss of use,loss of profit,loss of business or income or any other consequential damages that either party may have incurred from any cause of
action whatsoever.
Hidden Conditions
A condition is hidden if concealed by existing finishes or is not capable of investigation by reasonable visual observation.If MSA has reason to believe that such a condition
may exist,the Client shall authorize and pay for all costs associated with the investigation of such a condition.If(1)the Client fails to authorize such investigation after
such due notification,or(2)MSA has no reason to believe that such a condition exists,MSA shall not be responsible for the existing conditions or any resulting damages
or losses resulting therefrom.
Hazardous Materials/Mold
MSA shall have no responsibility for the discovery,presence,handling,removal,disposal or exposure of persons to hazardous materials of any form including mold.The
existing or constructed building may,as a result of post-construction,use maintenance,operation or occupation,contain or be caused to contain mold substances which
can present health hazards and result in bodily injury,property damage and/or necessary remedial measures and costs for which MSA shall have no responsibility.
Indemnifications
The Client agrees,to the fullest extent permitted by law,to indemnify and hold MSA and its sub consultants harmless from and against any and all damage,losses or
cost(including reasonable attorneys fees and defense costs)caused in whole or in part by its acts,errors or omissions and those of anyone for whom they are legally
liable.MSA further agrees to indemnify the Client for damages arising from its own negligent errors,acts or omissions.
Risk Allocation
In recognition of the relative risks and benefits of the project to both the Client and MSA,the Client agrees,to the fullest extent permitted by law,to limit MSA's total
liability to the Client or anyone making claims through the Client,for any and all damages or claim expenses(including attorney's fees)arising out of the Agreement,
from any and all clauses,to the total amount of MSA's fee,or any other amount agreed upon when added under Special Conditions.
Termination of Services
This agreement may be terminated upon 10 days written notice by either party should the other fail to perform their obligations hereunder.In the event of termination,
the Client shall pay MSA for all services rendered to the date of termination,all reimbursable expenses and reasonable termination expenses.
Ownership of Documents
All hard copies of interim process documents and final document/drawing deliverables produced by MSA under this agreement are to remain the property of the
Owner,excluding electronic files which are to remain the property of MSA. Any future use or reuse of the work products,files,or drawings shall be at the sole risk of
the Client who shall defend,indemnify and hold MSA and its sub consultants harmless from any and all claims and/or damages arising therefrom.Electronic files are not
contract documents and cannot be relied upon as identical to contract documents because of changes or errors induced by translation,transmission or alterations while
under the control of others.Use of information contained in the MSA-owned electronic files is at the user's sole risk and without liability to MSA and its consultants.
Defects in Service
The Client shall promptly report to MSA any defects or suspected defects in the Consultant's services.The Client further agrees to impose a similar notification
requirement on all contractors in its Client/Contractor contract and shall require all subcontracts at any level to contain a like agreement.Failure by the Client and the
Client's contractors or subcontractors to notify the Consultant shall relieve the Consultant of the costs of remedying the defects above the sum such remedy would have
cost had prompt notification been given when such defects were first discovered.
Construction Activities
MSA shall not be responsible for the acts or omissions of any person performing any of the Work or for instruction given by the Client or its representatives to anyone
performing any of the Work,nor for means and methods or job-site safety.
Relationship of the Parties
All services provided by MSA are for the sole use and benefit of the Client.Nothing in this Agreement shall create a contractual relationship with or a cause of action in
favor of a third party against either the Client or MSA.
,% Tam waiter
► ❖••► p moore
••.
August 2, 2022
Mr. Christopher G Bujnak,AIA
Principal
MSA Design
316 W 41h St
Cincinnati,OH 45202
Re: Proposal for Professional Services
Visitor Team Building, Round Rock,TX
Walter P Moore Proposal No.22-1608a
Dear Christopher:
Walter P Moore is pleased to submit this proposal to provide professional services for the referenced project.
This proposal is presented in order to establish a basis for the commencement of our scope of services for the
Project. We anticipate that MSA Design has been or will be retained by the Owner as the prime design consultant
for the Project. We anticipate that this Proposal and Agreement for Professional Services and attachments, when
signed,will serve as our entire Agreement unless superseded by another document signed by both parties.
Basis of Proposal
This proposal is based on the Facility Improvement Study for the Round Rock Express dated 7.1.21 and as further
discussed in our emails and meetings on June 17, 2022,with Chris Bujnak and Alex Spencer of MSA Design.This
proposal was updated based on the email from Chris Bujnak on August 2, 2022.
Agreement
If this proposal is acceptable, please sign the attached Proposal and Agreement for Professional Services where
indicated and return the signed copy to us.This proposal is valid for 60 days.
We very much appreciate the opportunity to provide these services and look forward to working with you on this
Project.
Sincerely,
WALTER P. MOORE AND ASSOCIATES, INC.
l
Erin Kueht, P.E.
Principal
Attachments:
Agreement for Services
1301 McKinney,Suite 1100 Houston,Texas 77010
TAN
,% v, waiter
&nv p moore
PROPOSAL AND AGREEMENT FOR PROFESSIONAL SERVICES—AIA C401 Terms Referenced
Project: Visitor Team Building
Client: MSA Designs
Client Contact: Christopher G.Bujnak
Proposal Date: 8/2/2022
Proposal Number: 22-1608ar1
Walter P. Moore and Associates, Inc. (Walter P Moore)shall provide services to Client for the Project as defined
below and in accordance with the attachments listed below:
Project Description: It is our understanding that the project consists of a new 8,000 sf standalone building for a
visitor club house on the site of the existing pool and pavilion at the southeast section of the Dell Diamond ballpark
in Round Rock,Texas.The project will also include a new field access stair to the field through an existing berm,
adjacent to an existing retaining wall, and new entry stairs and ADA ramps at the new visitor player drop off.Our
proposal is based on the project as described.The new visitor club house will be designed to accommodate a
future 3,000 sf team store building directly attached to the visitor club hour to be built at a future date. If our
understanding of the project scope is inaccurate or the project scope materially changes, we understand that our
compensation will be equitably adjusted.
Scope of Services: As defined in the attached Schedule SS2 and this Agreement.
Compensation: Walter P Moore proposes to provide the defined Scope of Services on a Lump Sum Fee basis as
follows:
Schematic Design Phase 15% $3,300
Design Development Phase 25% $5,500
Construction Documents Phase 35% $7,700
Construction Contract Administration Phase 20% $4,400
Closeout Phase 5% $1,100
Total 100% $22,000
Compensation shall be equitably adjusted for changes in the scope of the project as described in the Project
Description or changes in the scope of service as described in the Scope of Service.
Expenses associated with travel to the ballpark for design and construction visits(assuming 4 visits total included)
are included in the basic services.
Additional Services
Walter P Moore proposes to provide Additional Services not included in the Scope of Services as requested and
approved by the Architect in writing. Additional Services shall be provided without invalidating this Agreement.
Additional Services shall be compensated on either a negotiated Lump Sum Fee or on a Time and Expense Fee
basis in accordance with the attached Billing Rate Schedule.
Architect's Responsibilities
The Architect shall provide overall management and coordination of the design of the Project. Walter P Moore
agrees to participate in the coordination effort,to be led by the Architect,in order that our Portion of the Project is
coordinated with the designs and deliverables of the other members of the Project design team.
PROPOSAL AND AGREEMENT FOR PROFESSIONAL SERVICES
Visitor Team Building
Page 3 of 6
The Architect shall provide to Walter P Moore in a timely manner full information of which the Architect is aware
regarding any special conditions,design criteria,reports,or special services needed,and to make available any
existing data or drawings concerning the Project and Project Site. Walter P Moore shall be entitled to rely upon
the accuracy and completeness of any such information provided.
Project Schedule
Walter P Moore will endeavor to achieve the requirements of a reasonable design schedule determined
appropriate for the Project. Walter P Moore's fee for the defined Scope of Services is based,in part,upon the
Project being executed in a timely manner without significant delays or interruptions.
In order for Walter P Moore to proceed with its services toward the accomplishment of the Project Schedule,the
following information shall be provided by the Architect in a timely manner:
An executed copy of the Agreement for Professional Services
A site specific geotechnical investigation and report
A site boundary survey
Existing building drawings of structures to be demoed
Limitation of Liability
To the maximum extent permitted by law,Client agrees to limit Walter P Moore's liability for claims arising from
or related to the Agreement or the Scope of Services to the Sum of$50,000 or Walter P Moore's paid fee,
whichever is less. This limitation shall apply regardless of the cause of action or legal theory pleaded or
asserted,including any kind of indemnity.
Terms of Agreement
Terms of our agreement will be in accordance with AIA Document C401 unless superseded by another document
(enclosed)that our firms have previously agreed to use as our master agreement. It is understood that the terms
of our agreement may be subject to the terms of a prime agreement that will subsequently be executed between
you and your client. We reserve the right to a reasonable review of any master agreement before being bound by
its terms.
Attachments:
The following attachments are incorporated by reference as if set forth at length. In the event of a direct conflict
between this Agreement and the content of any of the Attachments,this Agreement shall govern.
Schedule SS2:Scope of Structural Engineering Services—New Construction
Executed on this_day of 2022 by:
Client: Walter P.Moore and Associates,Inc.:
Christopher G. Bujnak,AIA Erin Kueht, PE
PROPOSAL AND AGREEMENT FOR PROFESSIONAL SERVICES
Visitor Team Building
Page 4 of 6
Schedule SS2
SCOPE OF STRUCTURAL ENGINEERING SERVICES—NEW CONSTRUCTION
I. General Services
A. Walter P Moore shall be the Structural Engineer of Record for the parts of the Project as described in
the Agreement Letter.
B. The Basic Services to be performed by Walter P Moore includes consultation,structural analysis and
design,documentation,specifications,and construction administration services for the Primary
Structural Elements of the Project.
C. Walter P Moore shall incorporate provisions for the design of Pre-Engineered Structural Elements,as
applicable to the project. This may include the type of element, position within the structure,
connections to the Primary Structural System,the loading and deflection criteria,specifications,and
required shop drawing and calculation submittals.
D. Walter P Moore's basic services will include consultation and advice for Secondary Structural
Elements,defined as the following and similar items: auxiliary members whose sole purpose is to
carry nonstructural members; non-load bearing cold-formed metal framing;exterior wall systems;
partition,ceiling,door,and lighting support systems;supports for special items such as stages,
medical equipment,sculptures,screens;sitework elements exterior to and non-continuous with the
buildings such as retaining walls,culverts,flagpoles,fountains,signs,etc.;foundation drainage
systems;and supports for mechanical and electrical equipment.
E. Pre-Engineered Structural Elements are structural elements which are specified by the ENGINEER to
be designed by a Specialty Engineer.These elements are normally fabricated off-site, may require
specialized equipment not usually available at the job site and are generally proprietary systems.The
ENGINEER shall specify the design criteria,including the incorporation of the Pre-Engineered
Structural Elements into the structure. Examples of Pre-Engineered Structural Elements may include
but are not limited to:
1. Open web steel joists and joist girders.
2. Wood trusses
3. Load bearing cold formed metal framing and trusses.
4. Combination wood and metal,and plywood joists.
5. Precast concrete elements.
6. Prefabricated wood or metal buildings.
7. Tilt-up concrete panel reinforcement and hardware required for lifting to position.
F. For each phase of the Work,Walter P Moore will work with the Client to ascertain the requirements
for that phase of the Work,will participate in necessary meetings,will be available for general
consultation,will prepare necessary documentation,and will make appropriate recommendations.
G. Walter P Moore's scope of Services assumes that the Client will direct and coordinate the activities
of the Walter P Moore and other consultants on the design team and perform project administration
and management duties such as preparation of conference records,processing shop drawings,
preparation of specifications and other items consistent with that role. It is assumed that,as needed
for the Project,the Client will prepare and assemble all General and Supplementary General
PROPOSAL AND AGREEMENT FOR PROFESSIONAL SERVICES
Visitor Team Building
Page S of 6
Conditions,Bid Forms and other Division 1 specification items,and technical specifications for all
architectural components and systems.
H. Walter P Moore will recommend to the Client the appropriate investigations,reports,surveys,tests,
and services of other Consultants that should be retained for proper execution of Services. Walter P
Moore will assist in the development of appropriate scopes of work for such services. Services that
may be required include,but are not limited to:Geotechnical Investigations,Surveys, Material Tests,
and Wind Tunnel Studies.
I. Walter P Moore's Scope of Services is limited to those items specifically described herein. If
requested and authorized by the Client,other Additional Services may be provided for an additional
fee.
II. Scope of Services
A. Following written authorization from the Client to proceed with each subsequent phase of the Work,
Walter P Moore shall provide the services for each phase as described below:
B. Schematic Design Phase
1. Walter P Moore will conceptually develop and evaluate alternative structural systems as
appropriate.
2. Walter P Moore will,if requested, prepare sketches and outline structural specifications and
notes which describe the systems in adequate detail for comparative pricing,evaluation,and
system selection.
3. Walter P Moore will,as appropriate,assist the Client in the development of an appropriate scope
of work to retain required specialty consultants such as a Geotechnical Consultant,Testing
Laboratory,and Wind Tunnel consultant.
C. Design Development Phase
1. Walter P Moore will prepare from the approved Schematic Design Studies Design Development
documentation(plans,details,general notes,and specifications)as required to more accurately
describe the selected structural system.
D. Construction Document Phase
1. Walter P Moore will perform detailed structural analysis and design calculations for all Primary
Structural Elements of the Project.
2. Walter P Moore will prepare for bidding(or negotiation,if appropriate)and construction
purposes structural documentation,including plans,details,notes,and specifications,for all
Primary Structural Elements of the Project. Specifications will be prepared in CSI-compatible
format.
E. Construction Administration Phase
1. Walter P Moore's responsibility to provide Basic Services for the Construction Phase under this
Agreement commences with award of the Contract for construction and terminates at the
earlier of the issuance to the CLIENT of the final Certificate of Payment or 60 days after the
PROPOSAL AND AGREEMENT FOR PROFESSIONAL SERVICES
Visitor Team Building
Page 6 of 6
date of Substantial Completion of This Part of the Work,unless extended as Additional
Services.
2. Walter P Moore will visit the Project site at intervals appropriate to the stage of construction of
This Part of the Work in order to become generally familiar with the progress and quality of the
Work and to determine if the Work is being performed in a manner indicating that construction
of This Part of the Work,when completed,will be in accordance with the Contract Documents.
For the purposes of this proposal,three visits to the site during structural construction are
anticipated.Once additional site visit after construction is complete, prior to the one year
warranty walk.
3. Walter P Moore will review and take appropriate action on those construction submittals which
are required by the structural portions of the specifications to be submitted,such as shop
drawings, project data,and samples.
4. Walter P Moore will review and take appropriate action on reasonable requests from the
Contractor for additional information,clarification,or interpretation related to This Part of the
Work.
5. Walter P Moore will,if requested,assist the Client in the preparation of Change Orders which
relate to This Part of the Work.
6. Walter P Moore will,if requested,assist the Client in conducting observations to determine the
date or dates of substantial completion and the date of final completion of This Part of the
Work.
me
i
ME Engineers
engineers 4550 Post Oak Place,Suite 305
Houston,TX 77027
Office:713.621.8690
me-engineers.com
November 9, 2022
Mr. Christopher G. Bujnak, AIA
Principal
MSA Design
316 West Fourth Street, Sixth Floor
Cincinnati, OH 45202
RE: Dell Diamond Renovation -Visitor Clubhouse & Technology Upgrades
MEPT Engineering Proposal
Dear Chris:
We are pleased to submit this proposal to MSA Design ("Architect")for mechanical, electrical and
technology engineering services for this addition at Dell Diamond stadium in Round Rock, Texas. We
propose the following services for your consideration:
PROJECT DESCRIPTION
The project consists of a new Visitor Clubhouse building to be constructed for the Round Rock Express
and will have a total project area of approximately 8,000 SF.
This project includes the following areas listed below:
1. Lobby/Circulation
2. Coaches' Locker Room
3. Equipment/Laundry
4. Manager's Office
5. Manager's Restroom
6. Player Dining
7. Player Restroom/Showers
8. Player Locker Room
9. Physical Therapy Room
10. Single Restrooms
11. Weight Training
12. Batting Tunnel
13. Storage Rooms
GENERAL SCOPE OF WORK
1. Heating, ventilating, and air conditioning, including the design of new devices and equipment
compatible with the existing digital building automation system.
2. Plumbing design including domestic cold water, domestic hot water, sanitary sewer, storm, and
natural gas systems (if applicable). Plumbing fixtures will be scheduled.
3. Fire sprinkler/standpipe systems will be designed via a performance specification and will be bid to
licensed fire protection contractors. Fire protection design will include coordination of main distribution
piping and review of shop drawings and hydraulic calculations (deferred submittal)during
Construction Administration. The selected Fire Protection Contractor with be the "Engineer of
Record."
4. Electrical design including normal power, emergency power, mechanical equipment power,
equipment room layouts, receptacle layouts and circuiting. Power requirement coordination with low-
voltage system(s) consultant(s). Refer to Optional Services for 'Technology Services' design.
5. Lighting design including interior lighting, exit/egress design, facade lighting, circuitry, lighting
controls, and fixture schedules.
Mr Christopher G. Bujnak, AIA
Dell Diamond Renovation -Visitor Team Building &Technology Upgrades
November 9, 2022
Page 2 of 10
6. Fire alarm system will be designed via a performance specification with general device layouts shown
on plans. The selected Fire Alarm Contractor with be the "Engineer of Record."
7. MEP Utility points of connections for the following systems designed by others:
a. Sub-slab and/or perimeter foundation drainage systems
b. Food Service Equipment
8. Design of low voltage technology systems specific raceway is EXCLUDED. (Note: Complete
Technology Systems design services can be provided by ME if desired. Refer to Optional Services.)
9. If required by AHJ, prepare prescriptive energy code compliance documentation (COMcheck or
equivalent). Envelope construction information and surface areas will be provided to ME Engineers by
the Architect for energy code compliance verification. As Architect of Record, Architect will seal the
relevant sections of the energy code compliance statement. If required, an energy model can be
provided for energy code compliance; however, that Work is subject to an additional service fee.
10. Production in Revit software in accordance with, and per the limits established by, Exhibit A, "ME
Engineers' BIM Protocols."
SCHEMATIC DESIGN PHASE
1. Meet with the architect and design team to fully understand the schedule, scope of our work, design
goals, and construction budget.
2. Review alternative systems, which may include sketches for pricing purposes along with a list of
advantages and disadvantages. This may include an evaluation of available utilities and existing
conditions.
3. Attend necessary conferences and be available for general consultation.
4. Prepare drawings, which will include schematic diagrams, approximate space requirements, and
indicate preliminary equipment for the mechanical, electrical, fire protection, plumbing and specialty
systems.
5. If requested, prepare a brief narrative which may include a written system description to establish the
scope of work and aid in pricing by others.
6. Confirm design criteria for the MEP systems to be used for Architect and Owner's review and
approval.
7. Participate/review independent contractor's budget estimates.
DESIGN DEVELOPMENT PHASE
1. Continue to meet with the Architect, other consultants, and Owner to fully define the nature and scope
of work for this part of the project.
2. Meet with representatives from The Building and Fire Departments to determine Code Requirements
for the facility. Coordinate with Code Consultant(if applicable)to fully understand unique code
implications.
3. Meet with utility providers to understand design requirements, processes, and schedule.
4. Prepare documents to establish and describe the systems to be used in the project based on the
results of the schematic design phase. This will include defining materials, major equipment,
schedules and approximate space requirements. General system layouts will be developed for
coordination with other disciplines.
5. Prepare a draft specification representative of the final specification for the project. This will include
relevant sections of our master specification and an initial edit.
6. Participate/review independent contractor's budget estimates.
CONSTRUCTION DOCUMENT PHASE
1. Plans and specifications will be finalized during this phase for competitive bidding of the MEP
systems. The plans will be computerized using Revit 2021 or later. The specifications will be in
standard CSI format for inclusion in a project manual.
2. ME Engineer's personnel will attend meetings with the design/construction team during this phase to
support the project. It is anticipated that 20 man-hours will be required. Significantly more hours to
support meetings may be treated as an additional service.
me i engineers
Mr. Christopher G. Bujnak,AIA
Dell Diamond Renovation-Visitor Team Building&Technology Upgrades
November 9,2022
Page 3 of 10
3. Analyze site and utility data furnished by the Civil Engineer. Coordinate data with utility companies,
Architect, and other consultants.
4. Present and review plans and specifications at intermediate completion levels with team to verify the
systems and details comply with the Owner's required criteria.
5. Assist Architect and other consultants in coordinating the MEP work with other divisions of the design
documents.
6. Participate/review independent contractor's budget estimates.
BIDDING AND NEGOTIATION PHASE
1. Make recommendations to Architect and Owner regarding the bids or proposals received.
2. Answer questions and assist in the preparation of addenda deemed necessary by Architect.
CONSTRUCTION ADMINISTRATION PHASE
1. Review of shop drawings, manufacturer's submitted data, and samples furnished by the contractor.
2. Furnish interpretation of the construction documents as requested by Architect to resolve construction
and interference conflicts.
3. Conduct up to 3 site visits during this phase to observe and report on general compliance with the
engineering design documents. After each visit, provide a written report to Architect stating
observations regarding compliance with the Contract Documents.
4. Perform a final observation and prepare a checklist of deficiencies or omissions observed.
5. Review of warranties and related documents required by the Contract Documents and assembled by
the Contractor.
EXCLUSIONS
The following services are excluded or subject to an additional fee:
1. Preparation of documents for multiple bid packages or accommodate bid alternates.
2. Participation in Value Engineering meetings and/or redesigns after 50% of the Construction
Documents phase has been reached.
3. Computerized analysis of building operations for purposes of comparing system types, projecting
system or operation cost, projecting system payback, LEED certification, or Energy Code compliance
documentation.
4. Site utilities design beyond 5'-0" of the building.
5. Acoustical and or vibration analysis or design.
6. Specialty lighting design and digital renderings.
7. Lighting photometric calculations for areas designed by specialty lighting design consultant. Including
but not limited to entitlement site lighting photometric calculations.
8. Street Lighting Design.
9. Solar studies including daylighting evaluation, glare studies, calculations, modeling or simulations.
10. Humidification system design.
11. Design of any Technology System (refer to optional services).
12. Attendance at weekly project meetings during construction.
13. Load readings on existing electrical systems.
14. Commissioning of mechanical or electrical systems. This can be provided for additional fee.
15. Analysis associated with local utility demand side management, thermal storage, or other rebate
programs feasibility.
16. Using CAD/Revit standards or layering strategy, project specifications or design standards other than
ME Engineers in-house standards.
17. Off-site utility provider study and analysis.
18. Underdrain, perimeter drain, and other foundation drainage systems.
19. Work associated with Green Building Rating/Certification System Efforts.
20. LEEDO Certification Support for MEP credits.
21. Smoke control system design.
me i engineers
Mr. Christopher G. Bujnak,AIA
Dell Diamond Renovation-Visitor Team Building&Technology Upgrades
November 9, 2022
Page 4 of 10
FEE PROPOSAL
The following fee(s)are scheduled for your use and are negotiable. We propose a lump sum fee with the
allocations as noted below.
Schematic Design $4,000
Design Development $10,000
Construction Documents $16,000
Bid/Negotiation $2,000
Construction Admin. $8,000
Total $40,000
OPTIONAL SERVICES
The following optional services are offered for your consideration:
1. Visitor Clubhouse-Technology Services: Additional Fee: $18,500
a. Audio-Visual Systems
Complete design and specification of specialty AV systems to the Locker Room. Systems shall
allow for zoned control of content. System components shall include controls systems/touch
panels, video displays, local sound systems, hardware/software, equipment racks/cabinets, and
associated infrastructure such as equipment/distribution rooms, raceways and cables. All
equipment and raceway will be located on plan drawings with equipment schedules. Enlarged
plans should be used for layouts of equipment/distribution rooms
b. Security Systems
Design, specifications, and equipment lists for electronic access control (card readers and
keypads), intrusion detection (door monitors), and video surveillance (cameras and recorders) to
the design areas. Additionally, design of head-end equipment, servers, security control panels,
Command Center/Monitoring Stations, power supplies, computer workstations, video monitors,
cable, raceway, and power supplies.
c. Telecommunications Infrastructure
Planning, design, and specification of telecommunications infrastructure including intermediate
telecommunication rooms, telecom room hardware (backboard, equipment racks/cabinets, ladder
rack), telecom ground system, telecom service duct-bank(overhead or underground conduits),
backbone raceway (cable tray, conduits), horizontal/station raceway(cable tray, conduits,j-
hooks), and structured cabling system (backbone-OS/OM/Cat3, horizontal-Cat6/6A cables,
terminations). Structured cabling system will be designed to support typical IP enabled devices
and connectivity including Telephone, Data, Wi-Fi, Internet, POS, Ticketing, IPTV, security
cameras.
2. Ballpark Technology Upgrades -Technology Services: Additional Fee: $148,000
a. Broadcast Systems
Complete design of broadcast infrastructure upgrades to support national television, ENG, and
radio broadcasters including broadcast head-end room, TV truck compound/parking, ENG/SAT
parking and all necessary raceways, cabling, patch panels, enclosures (JBT, JIBE, JBA), and
racks/cabinets per current league standards and each broadcaster's requirements. Design will
include locating, modeling and detailing all positions on plan drawings and panel/cable
schedules. Enlarged plans will be used for layouts of broadcast head-end room, and TV truck
compound/parking.
b. Security Systems
Design, specifications, and equipment lists for electronic access control (card readers and
keypads), intrusion detection (door monitors), and video surveillance(cameras and recorders) to
the design areas. Additionally, design of head-end equipment, servers, security control panels,
me i engineers
Mr. Christopher G Bujnak, AIA
Dell Diamond Renovation-Visitor Team Building &Technology Upgrades
November 9, 2022
Page 5 of 10
Command Center/Monitoring Stations, power supplies, computer workstations, video monitors,
cable, raceway, and power supplies.
c. Telecommunications Infrastructure
Planning, design, and specification of telecommunications infrastructure upgrades including
telecom room hardware (equipment racks/cabinets cable terminations), telecom ground system,
backbone raceway validation (cable tray, conduits), horizontal/station raceway (conduits,j-hooks,
etc.), and structured cabling system (backbone-OS/OM/Cat3, horizontal-Cat6/6A cables,
terminations). Structured cabling system will be designed to support typical IP enabled devices
and connectivity including Telephone, Data, Wi-Fi, Internet, POS, Ticketing, IPTV, security
cameras.
FEE CONDITIONS
1. Additional Services
For any additional services not included above, a lump sum fee will be negotiated, or we will be
compensated on a time basis at our prevailing hourly rate schedule.
2. Reimbursables
Reimbursable expenses are included in the base fee.
3. Schedule and Continuity
We understand the visitor clubhouse project will run without interruption and assume that design
completion will be on or before April 1, 2023, followed by 2 months of permitting and 10 months of
construction.
If there are extended delays beyond our control, we would expect to negotiate with you an equitable
adjustment of our compensation. Additionally, design and construction schedule for the optional
technology upgrade proiect will need to be discussed to establish realistic timelines.
TERMS AND CONDITIONS
(See EXHIBIT "B")
me i engineers
Mr. Christopher G. Bujnak,AIA
Dell Diamond Renovation-Visitor Team Building &Technology Upgrades
November 9, 2022
Page 6 of 10
If acceptable, please sign below and return a signed copy to ME Engineers for our records. This proposal,
together with all attached Exhibits, will create a binding contract between the parties. We must receive a
signed copy of this proposal prior to performing substantial work.
We thank you for this opportunity, and we are looking forward to working with you on this project.
Sincerely,
re�� � A44�
Wayne A. Pellerin, P.E.
Associate Principal
M-E ENGINEERS, INC.
Approved and accepted this day of , 2022.
MSA Design
By:
Title:
me i engineers
me i ME Engineers
engineers 4550 Post Oak Place,Suite 305
Houston,TX 77027
Office:713.621.8690
me-engineers.com
ME ENGINEERS
HOURLY RATE SCHEDULE
Senior Principal $300/hr.
Principal $280/hr.
Associate Principal $260/hr.
Sr. Associate $240/hr.
Associate $225/hr.
Senior Project Manager $215/hr.
Project Manager $190/hr.
Project Engineer $160/hr.
Designer $140/hr.
Sr. BIM Coordinator $130/hr.
BIM Coordinator $125/hr.
CAD Technician $115/hr.
Administrative Staff $110/hr.
EXHIBIT A
ME ENGINEERS' BIM PROTOCOLS
The following protocols apply to the production, use of,and limits of the electronic model used by,or created by, ME Engineers as part of the project
Building Information Modeling(BIM)process and specific to the Mechanical,Electrical, Plumbing and Technology(MEPT)systems or This Part of the
Project designed by ME Engineers.
The definitions,terms and limits,and descriptions herein shall supersede any contract terms and conditions relating to BIM, or,BIM Execution Plan,or
similar BIM article(s),when applied to ME Engineers,included as part of the Project.
Purpose of the Model:
The electronic model is an instrument of service,intended for the production of 2-Dimensional(2D)Contract Documents via a 3-Dimensional(3D)
design and coordination process. ME Engineers may choose to model those elements determined suitable for 3D coordination.However,the model will
not include all elements necessary for complete MEPT systems design and installation nor will it include all elements and requirements reflected on the
2D Contract Documents,which include the Project drawings and specifications.
Expectations for Limits of Modeled Elements:
The model will be used for coordination between design team members as outlined in the Level of Development section below.At the onset of the
Project,the design team will agree on the limits of modeled elements.
Generally,modeled elements will include the following:
• HVAC:Pipes greater than 3"(nominal size, not including insulation),ductwork modeled at a design level for general design intent,equipment,
and diffusers, registers,grilles,and louvers.
• Plumbing: Piping greater than 3"(nominal size,not including insulation),equipment,fixtures.
• Electrical:Conduit greater than 3", light fixtures,distribution equipment and panels.
The model will generally not include the following:
• Flanges,fittings,hangers,pull boxes,seismic restraints,and other assembly data subject to the means and methods of construction.
• Thermostats,sensors,detectors,switches and other wall/ceiling devices denoted by symbol on the plans.
• Dampers and duct accessories with some exceptions at the discretion of ME Engineers.
• Valves and pipe specialties with some exceptions at the discretion of ME Engineers.
• Specific connections to equipment with some exceptions at the discretion of ME Engineers.
• Exterior pipe and duct Insulation and interior ductwork liner will not be modeled.
• Fire Protection systems other than the main piping and components used to develop the performance design
• Conduit and panels for automated control systems
• Conduit and devices for Fire Alarm systems
• Other"performance design"elements will not be modeled
• Accurate quantities suitable for estimating,construction,or cataloguing.
• Specific manufacturer information other than where ME Engineers,at its sole discretion,chooses to include such information.
• Representation or controlling criteria in regards to the sequencing of construction.Any such information presented by the model is
coincidental.
• Fully coordinated systems.
Other stipulations:
• Under no conditions may the model be used for fabrication or quantity take-offs.
• If the model is forwarded to the Contractor and/or subcontractors,the Contractor and subcontractors may only use the model as a reference-
only model to understand design intent.
As noted herein,the model is an instrument of service.As such,any information contained in the model is subordinate to the printed,2D Contract
Documents. In the case of any conflicts or differences,the 2D Contract Documents are the controlling documents.
Level of Development(LOD):
The following LOD descriptions shall apply to the work performed by,and model provided by,ME Engineers These descriptions include the content
requirements and associated authorized uses for each progressively detailed LOD.Each subsequent LOD builds on the previous LOD.The model
content requirements apply only to those systems,components,and assemblies ME Engineers chooses to include within the model.The authorized
uses noted herein constitute the only allowed uses of the model.
LOD 100
Model Content Requirements.Basic spatial requirements and system concepts used to support the development of the architectural model.
Systems and components are not modeled for dimensional or location accuracy.
Authorized Uses.The model may be used to generate 2D drawings representing the design concept.The model may be used by the design
team for developing concepts and coordination criteria.
Application.An LOD 100 model will apply to Concept Design and Schematic Design phases.
LOD 200:
Model Content Requirements.Model elements are modeled as generalized systems,components,or assemblies with approximate
quantities,sizes,shapes,and locations and shall not be considered as"dimensionally accurate."Non-geometric information may be attached
to Model Elements at the sole discretion of ME Engineers While modeled elements are intended to support the coordination process,modeled
elements shall not be considered coordinated at this LOD.
Authorized Uses.The model may be used to generate 2D drawings representing the status of the design.The model may be used by the
design team to coordinate rights-of-way for major system components.The model may be used for clash detection by the design team within
the limits of expectations defined herein.
EXHIBIT A
Application.An LOD 200 model will apply to the Design Development phase.
LOD 300.
Model Content Requirements.Model elements are modeled as generalized systems,components,or assemblies with approximate
quantities,sizes,shapes,and locations and shall not be considered as"dimensionally accurate."Non-geometric information may be attached
to Model Elements at the sole discretion of ME Engineers At this LOD and at the sole discretion of ME Engineers,specific model elements
accurate in terms of size and shape may be included.These elements may or may not be imported from specific manufacturers in order to
define a basis of design.Where equipment elements are shown, ME Engineers makes no representation of the accuracy of the elements
since any manufactured equipment or component is subject to continual change and alternate manufacturers are typically permitted.While
modeled elements are intended to support the coordination process at a more detailed level,modeled elements shall not be considered
completely coordinated at this LOD.
Authorized Uses.The model may be used to generate 2D drawings representing the status of the design.The model may be used by the
design team to coordinate rights-of-way for major system components,primary system components,and secondary distribution components.
The model may be used for clash detection by the design team within the limits of expectations defined herein.
Application.An LOD 300 model will apply to the Contract Document phase.
LOD 400:
Model Content Requirements.Model elements are modeled as specific systems,components,or assemblies that are accurate in terms of
size,shape,location,and quantity with fabrication,assembly,and detailing information.Non-geometric information may be attached to Model
Elements.Where possible,elements are modeled from actual manufacturer's data to include information specific to the selected
manufacturers.
Authorized Uses.The Contractor may choose to produce an LOD 400 model to generate 2D coordination drawings and/or for detailed,3D
installation coordination amongst the construction team. During this process the design model,which is not an LOD 400 model, may be used
by the construction team as a reference-only document to help clarify the design intent.
Application.An LOD 400 model will apply to the Shop Drawing and Construction Coordination phases and is the responsibility of the
Contractor.The Scope of Work for ME Engineers does not include an LOD 400 model.
LOD 500:
Model Content Requirements.Model elements are modeled as actual constructed(As-built)systems,components,and assemblies accurate
in terms of size,shape,location,and quantity. Non-geometric information including Operation and Maintenance Data and linked submittal data
is attached to Model Elements where applicable.
Authorized Uses.The model may be used for maintaining,altering,and adding to the Project,but only to the extent consistent with any
license granted in other binding Agreements or Contracts or in a separate licensing agreement.
Application.An LOD 500 model will apply to the As-Built phase and is the responsibility of the Contractor.The Scope of Work for ME
Engineers does not include an LOD 500 model.
Clash Detection:
It is expected clash detection will be performed by the design team to aid in design coordination. Due to the limits of available software,elements
identified as"clashing"may not actually be in conflict and should not be construed as conflicts or errors on the part of the design team. If clash detection
will be utilized,an agreement will be made as to what constitutes a"clash"and when resolution of clashes is required.The model is a design tool rather
than an installation tool.Therefore,some clashes are expected and may be left in place where a construction resolution is available.
Insomuch as we do not have complete control over the design,selection of materials,or sequencing of construction for the Project, ME Engineers
makes no representation that the model will be"clash-free"or without conflicts requiring resolution by the Contractor during the formal production of
Shop Drawings and field Coordination Drawings.
Availability of Model:
The model will be made available subject to the Terms of the Prime Agreement.
Contractor's Role:
The Contractor is solely responsible for the decisions made for their use of the model.The Contractor is ultimately responsible for the complete and
coordinated installation of all systems depicted on the Contract Documents,whether or not said systems are completely depicted within the model.The
model,as an instrument of service, is not intended to dictate means and methods,scheduling requirements,sequencing,or exact quantities;these
requirements are the sole responsibility of the Contractor.
Integrated Project Teams:
When integrated project teams,such as Design/Assist, Design/Build,Lean Design,or CM/GC,are part of the project the terms herein shall still apply.
However,the project team may alter certain aspects of these terms to allow shared roles in regards to the development of the model.Any such
alterations must be approved by ME Engineers and shall be implemented without additional liability to ME Engineers.
Ownership of Documents:
The model,and all documents produced by ME Engineers under this agreement shall remain the property of ME Engineers and may not be used by the
Client for any other endeavor without the written consent of ME Engineers.
EXHIBIT B
ME ENGINEERS' TERMS AND CONDITIONS
The following Terms and Conditions are a part of this Agreement.
ME Engineers shall perform the services outlined in this agreement for the stated fee arrangement.
Access To Site:
Unless otherwise stated,ME Engineers will have access to the site for activities necessary for the performance of the services. ME
Engineers will take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any
resulting damage.
Dispute Resolution:
Any claims or disputes made during design,construction or post-construction between the Client and ME Engineers shall be submitted
to non-binding mediation. Client and ME Engineers agree to include a similar mediation agreement with all contractors, subcontractors,
subconsultants, suppliers and fabricators,thereby providing for mediation as the primary method for dispute resolution between all
parties.
Billing/Payments:
Invoices for ME Engineer's services shall be submitted,at ME Engineer's option, either upon completion of such services or on a
monthly basis. Invoices shall be payable within 10 days after the client receives payment. If the invoice is not paid within 60 days, ME
Engineers may,without waiving any claim or right against the Client, and without liability whatsoever to the Client,terminate the
performance of the service.
Late Payments:
Accounts unpaid 60 days after the invoice date may be subject to a monthly service charge of 1.5% (or the legal rate)on the then
unpaid balance. In the event any portion or all of an account remains unpaid 90 days after billing,the Client shall pay all costs of
collection, including reasonable attorney's fees.
Indemnification:
The Client shall,to the fullest extent permitted by law, indemnify and hold harmless ME Engineers, his or her officers,directors,
employees,agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and
defense costs, arising out of or in any way connected with the performance by any of the parties above named of the services under
this agreement,excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of ME
Engineers.
Certifications:
Guarantees and Warranties: ME Engineers shall not be required to execute any document that would result in its certifying,
guaranteeing or warranting the existence of conditions whose existence ME Engineers cannot ascertain.
Limitation of Liability:
In recognition of the relative risks, rewards and benefits of the project to both the Client and ME Engineers,the risks have been
allocated such that the Client agrees that,to the fullest extent permitted by law, ME Engineer's total liability to the Client for any and all
injuries, claims, losses,expenses,damages or claim expenses arising out of this agreement from any cause or causes,shall not
exceed 50$ 0,000. Such causes include,but are not limited to, ME Engineer's negligence,errors, omissions, strict liability, breach of
contract or breach of warranty.
Verification of Existing Conditions Clause:
Inasmuch as the remodeling and/or rehabilitation of an existing building requires that certain assumptions be made regarding existing
conditions, and because some of these assumptions may not be verifiable without expending additional sums of money or destroying
otherwise adequate or serviceable portions of the building, (the Client)agrees that,except for the sole negligence on the part of ME
Engineers, (the Client)agrees to indemnify and hold ME Engineers harmless from any claims, liability or cost(including the costs of
defense)arising or allegedly arising out of the professional services provided under this agreement.
Termination of Services:
This agreement may be terminated by the Client or ME Engineers should the other fail to perform its obligations hereunder. In the event
of termination,the Client shall pay ME Engineers for all services rendered to the date of termination,all reimbursable expenses,and
reimbursable termination expenses.
Ownership of Documents:
All documents produced by ME Engineers under this agreement shall remain the property of ME Engineers and may not be used by the
Client for any other endeavor without the written consent of ME Engineers.
JS HELD
Aaron Vollet
Senior Consultant
Project Management
Owner's Representation
3950 Virginia Ave
Cincinnati, OH 45227
Mobile (513) 623-155
Office (513) 271-9026; 126
avollet@jsheld.com
jsheld.com
---- Find your expert.
06/24/22
Mr.Chris Bujnak,AIA
MSA Design
316 W 4"'Street
Suite 600
Cincinnati,Ohio 45202
Phone:855-241-5666 x208
Email:cbujnak@msaarch.com
RE: Round Rock,TX—Dell Diamond
Dear Chris:
Thank you for the opportunity to provide MSA Design with this Cost Estimating Services Proposal for the
renovation of Dell Diamond. J.S.Held has provided cost estimating services on over$5B worth of work
covering over 25M square feet of floor space within the tri-state over the last ten years alone!
J.S.Held has a very diverse background in Owner's Representation,Project Support,Preconstruction,
Scheduling and Cost Estimating Consulting Services with projects in nearly every sector of construction and in
every corner of the country(and beyond).We look forward to working with the MSA Design on this project.
✓ J.S.Held to attend one review meeting with all interested parties before starting cost opinion.
✓ J.S.Held to conduct one review at delivery of cost opinion.
✓ J.S.Held to provide one Opinion of Cost for all design disciplines.
✓ General Conditions
✓ General Requirements
✓ Selective Demolition
✓ Civil/Site Work
✓ Architectural
✓ Structural
✓ General Trades
✓ Fire suppression
✓ Mechanical
✓ Electrical
✓ Plumbing
✓ Alternates—Estimated at an hourly rate
NOTES:
This proposal is for estimating services for 4 separate projects,the Visitors'Clubhouse,Home Clubhouse,
Centerfield Craft Beer Garden,and Water Tower Gateway.
The Visitor Clubhouse is a new construction of a 11,000 SF structure that consists of player's locker and
shower rooms,training facility,batting tunnel,coaches'offices and locker rooms,equipment/laundry room,
and a 3,000 SF team store.
The home clubhouse is a renovation of a 13,000 SF existing facility. The clubhouse consists of player locker
and shower rooms,training facility,batting tunnel,coaches'and umpire offices and locker rooms,
equipment/laundry room,kitchen and dining room,and circulation areas. Project also includes a new
P-22-137—Dell Diamond
clubhouse lobby structure,with the intent to connect the existing batting tunnels building with the home
clubhouse.
The Center Field Craft Beer Garden consists of a patio structure located behind the center field fence. The
structure consists of a tri-level platform concrete patio with a pergola structure sheltering the area.
Adjacent to the beer garden will be a Craft Beer Bar.
The Water Tower Gateway is a simulated metal fabricated water tower located outside of the team store.
J.S.Held assumes that the design submittal is complete and will not be augmented during the cost modeling
exercise period.Also,J.S. Held requires each of the following:
One full size hard copy set
✓ One PDF set via electronic transfer
✓ Revit model(if available)via electronic transfer
✓ The design team is to provide to J.S. Held the following for incorporation into the J.S.Held cost model
if required:
✓ Kitchen Equipment budget
✓ Laundry budget
✓ FF&E Allowance budget
✓ Exercise or Gym Equipment budget
✓ A/V and Technology budget
✓ CMr's GRs,GCs,Fee,Contingency etc.(all negotiated CMr costs)
✓ J.S. Held will include an estimating contingency reflective of level of design at each
phase and is part of the J.S. Held opinion of cost:
✓ 15%at High Level Concept
✓ 10%at SD
✓ 7.5%at DD
✓ 5%at GMP
✓ J.S. Held excludes any and all estimating cost for site specific equipment and any labor and/or
equipment associated with site specific equipment.
✓ J.S. Held excludes cost segregation of historically contributing elements
✓ J.S. Held excludes Value Engineering costing or identification of value management options
✓ Substantive revisions to the J.S.Held cost model,other than formatting or reclassifications;
revisions that require additional quantity surveys will be address at the next design iteration
✓ J.S. Held excludes cost segregation by building or floor level
J.S.Held to facilitate one scope review meeting with MSA Design after the submission of the draft work
product.This review meeting will require feedback from the other members of the design team and will result
in a reconciled Opinion of Cost to be presented to MSA Design and the design team.
J.S. Held requires ten business days from the approval of this proposal and delivery of design documents for to
draft work product delivery.
✓ RoM Level Cost Opinion:Lump Sum fee of$1,470 plus reimbursable expenses
✓ SD Level Cost Opinion:Lump Sum fee of$6,750 plus reimbursable expenses
✓ DD Level Cost Opinion:Lump Sum fee of$8,500 plus reimbursable expenses
✓ CD Level Cost Opinion: Lump Sum fee of$7,500 plus reimbursable expenses
✓ Bid Level Cost Opinion:Lump Sum fee of$3,500 plus reimbursable expenses
P-22-137—Dell Diamond
JS HELD
Find your expert.
Alternates to be billed hourly
Please feel free to call me with any comments or questions regarding this or any other MSA Design projects.
Sincerely,
Aaron Vollet
Senior Consultant-Project Management/ Accepted: MSA Design
Owner's Representation
J.S.Held LLC
Date
P-22-137—Dell Diamond
ZY JSIHELD
Find your expert.
SUPPLEMENTAL AGREEMENT NO. 1
CITY OF ROUND ROCK §
STATE OF TEXAS § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This document is entitled Supplemental Agreement No. 1, and it supplements "City of Round
Rock Agreement for Architectural Services for City of Round Rock Dell Diamond—Renovations Project
with Michael Schuster Associates,Inc. (dba MSA Sport)"for the following Project:
Professional architectural services and design services related to the following:
Design and Construction of renovations to Dell Diamond, specifically, visitor clubhouse
and stadium technology.
Professional services for this Project shall include, but not be limited to Schematic
Design, Design Development, Construction Documents, Bidding Phase and Construction
Observation. Architect shall be the Architect of Record, and shall be in charge of
coordination of consultants.
This Supplemental Agreement No. 1 is loade and entered into as of the same date of the
Agreement that it supplements,that being the day of MGQJbt ,2022, and likewise is by
and between the same parties, those being the CITY OF ROUND ROCK, a home-rule municipal
corporation of Williamson and Travis Counties, Texas(hereinafter referred to as"City" and/or"Owner")
and MICHAEL SCHUSTER ASSOCIATES, INC. (dba MSA SPORT),with offices located at 316 West
41 Street,Cincinnati,Ohio 45202(hereinafter referred to as"Architect').
WITNESSETH:
WHEREAS, as is recited in the Agreement this document supplements, City intends to provide
services for the design and construction of the Project. Architect's services are desired for purposes
including but not limited to being architect of record, coordinating consultants, planning, civil,
architectural, design, structural, mechanical/electrical/plumbing engineering services, confirming project
program and space requirements, document production, bidding-related services, and construction
observation services related to the Project; and
WHEREAS, the City's total liability for payments pursuant to this Agreement shall not exceed
Five Hundred Fifty Thousand and No/100 Dollars($550,000.00); and
WHEREAS, payment for professional services shall not exceed the maximum sum of
$500,000.00 and is included in the total compensation for services of$550,000.00; and
WHEREAS, payment for reimbursable expenses is included in maximum sum of$500,000.00
for professional services;and
4869-2773-0483/ss2
WHEREAS, payment for additional services shall not exceed the maximum sum of$50,000.00
and is included in the total compensation for services of$550,000.00; and
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract
with Architect for the delineated professional services, and for the administration of the Construction
Contract during construction of the Project; and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed
to provide such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the Agreement this document supplements and herein,hereby agree as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in the Agreement this
document supplements and herein.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as
recited in the Agreement this document supplements and herein.
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly
authorized by City Council Resolution or City Manager action, Architect's total compensation hereunder
shall not exceed Five Hundred Fifty Thousand and No/100 Dollars ($550,000.00). This amount
represents the absolute limit of City's liability to Architect under this Agreement, unless same shall be
changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE H
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and
include complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, project program and space requirements, document production, bidding-related
services, and construction observation services, and such other services as may be necessary to assist the
City in the design and construction of the Project. Architect agrees that upon execution of this
Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to
utilize, not previously identified in Architect's proposal, delineating their respective tasks. All of
Architect's consultants shall be subject to the approval of the City through its City Manager, and City
reserves the right to reject any consultant. Architect shall coordinate its services with the City,
represented by its City Manager or his designee, hereinafter referred to as "Director." A Performance
Schedule in Microsoft Project or an alternative program approved by the City, shall be agreed upon by
Architect and the City, and Architect agrees to use its best efforts to complete all services hereunder in
accordance with such Performance Schedule. All services shall be performed to the highest professional
2
standard.
2.02 Schematic Design Phase. Architect shall provide the following Schematic Design Phase
Services: as delineated in the Agreement this document supplements.
2.03 Design Documents Phase. Architect shall provide the following Design Documents Phase
Services: as delineated in the Agreement this document supplements and herein,and as follows:
(1) Architect shall prepare Design Documents based on the approved Schematic Design
Documents and updated budget for the Cost of the Work, said Design Documents to
include adequate specifications for elements of the Project for consideration and approval
by the City. One(1) digital copy each of said documents shall be submitted to City, each
consisting of drawings and other documents to fix and describe the size, cross sections
and character of the Project as to architectural, structural, mechanical and electrical
systems, materials, and such other essentials as may be necessary and appropriate. Said
documents shall illustrate and describe the refinement of the design of the Project,
establishing the scope, relationships, forms, size and appearance of the Project by means
of plans, sections and elevations, typical construction details, and equipment layouts.
Said documents shall include outline specifications that identify major materials and
systems and establish in general their quality levels. The Design Document Phase shall be
completed within the agreed Performance Schedule.
2.04 Construction Documents Phase. Architect shall provide the following Construction
Documents Phase Services: as delineated in the Agreement this document supplements and herein, and as
follows:
(1) Architect shall prepare from the approved Prototype Update and Site Adaptation Phase
Documents, for consideration of and approval by the City, Construction Documents,
which documents shall set forth in detail the requirements of the entire Project, including
the necessary bidding information prepared in such a way to allow City,if it so desires,to
advertise for the award of one or more contracts for the construction of the entire Project,
or any phase thereof, and Architect shall assist City in preparation of the Bidding Forms,
shall utilize without modification City's standard General and Supplementary General
Conditions,and shall draft all Special Conditions of the Contract. City's standard form of
Contract between City and the Contractor shall also be utilized,along with City's form of
Bid Bond, Performance Bond and Payment Bond. Architect shall also compile the
Project Manual that includes the Conditions of the Contract for Construction and
Specifications and may include bidding requirements and sample forms.
(2) Architect shall provide the City a digital copy of a complete set of proposed Construction
Documents for review and official approval prior to the advertisement of bids for the
construction of the Project, and within the agreed Performance Schedule following
approval of the Prototype Update and Site Adaptation Phase Documents.
(3) Architect shall be solely responsible for submitting the Architect's Instruments of Service
for approval of the Texas Department of Licensing and Regulation prior to submittal of
all Construction Documents to City for approval. Any fees charged by the Department
for this approval shall be paid by the City.
3
2.05 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding/Negotiation
Services: as delineated in the Agreement this document supplements and herein,and as follows:
Following City's approval of the Construction Documents,Architect shall assist City in awarding
a construction contract following legal public bid requirements. Architect shall transmit Construction
Documents to the Owner for reproduction and distribution. Owner shall be responsible for payment for
the costs of reproduction of such documents, either directly or through reimbursement to Architect.
During the bid process,Architect shall assist City as follows:
(1) Jointly conducting pre-bid conferences, including on-site visits as required, to assist the
bidders with an understanding of the Construction Documents, the various on-site
conditions,and the coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders, and providing clarifications
and interpretations of the Bidding Documents to all prospective bidders in the required
form of addenda to Contract Documents.
(3) Assisting in the opening of bids,tabulation and evaluation of bids received, and advising
on award of the contract.
(4) Jointly conducting pre-award conferences where necessary.
Architect's assistance to City shall include submitting written reviews and recommendations for
awards based upon the acceptability of bids. Architect's role during the Bidding and/or Negotiation
Phase shall be limited to advising and consulting with the City, and the City retains all responsibility for
the actual selection of the Contractor.
2.06 Construction Observation Phase. Architect shall provide the following Construction
Observation Phase Services: as delineated in the Agreement this document supplements and herein, and
as follows:
The Construction Phase will commence with the award of the first Construction Contract and will
terminate following the final one-year warranty inspection of the completed Project, correction of all
defects in Project materials and workmanship, and resolution of all Project-related claims and disputes.
During the Construction Phase,Architect shall provide the following services:
(1) Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General
Conditions. Architect's assigned authority thereunder will not be substantially modified
without Architect's written consent.
(2) Architect shall review properly prepared,timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification
requested.
4
(3) If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. When making such interpretations and initial decisions, Architect will
endeavor to secure faithful performance by both Owner and the Contractor,will not show
partiality to either, and will not be liable for the results of interpretations or decisions so
rendered in good faith.
(5) Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
(6) Architect shall report to Owner all known substantial deviations from the Contract
Documents and most recent construction schedule submitted by the Contractor.
However, Architect will not be responsible for the Contractor's failure to perform work
in accordance with requirements of the Contract Documents. Architect will be
responsible for Architect's acts or omissions, but will not have control over or charge of
and will not be responsible for acts or omissions of the Contractor, Subcontractors, or
their agents or employees, or any other persons or entities performing portions of the
work.
(7) Architect will at all times have access to the work wherever it is in preparation or in
progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about
matters arising out of or relating to the Contract Documents. Communications by and
with Architect's subconsultants will be through Architect.
(9) Architect, as a representative of City, shall advise and consult with Director and will keep
City informed in writing through him of the progress of the Project, including percent
complete on a monthly basis, during the Construction Phase; and after issuance of the
"work order"to proceed with the work, all of City's instructions to its Contractors will be
issued through Architect. Architect will have authority to act on behalf of Owner only to
the extent provided in this Agreement unless otherwise properly modified by written
amendment.
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation,periodically visiting the site to the extent necessary to personally familiarize
itself with the progress and quality of the work, and to determine if the work is
proceeding in substantial accordance with the Contract Documents. Architect's site
observations may be conducted with Owner's designated representative to check
conformance of the work with the requirements of the Contract Documents and to verify
the accuracy and completeness of the list submitted by the Contractor of work to be
completed or corrected. Field Reports of each visit shall be prepared by Architect and
submitted to City. Architect shall employ reasonable measures to safeguard City against
5
defects and deficiencies in the work of the Contractor. Architect shall not be responsible
for the construction means, methods, techniques, sequences of procedures, nor for the
safety precautions and programs employed in connection with the work. However,
Architect will immediately inform Director whenever defects and deficiencies in the
work are observed, or when any observed actions or omissions are undertaken by the
Contractor which are not in the best interests of City and the Project.
(11) Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine,monthly,the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to
Director for approval and payment. These certifications shall constitute a representation
by Architect to City, based on observations at the site and other data comprising the
application for payment, that the work has progressed to the point indicated; that to the
best of Architect's knowledge, information and belief, the quality of the work is in
accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate); and that the Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect to the Contractor, Subcontractors, material and equipment suppliers, their
agents or employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to the execution and progress of the work or the interpretation of the
Contract Documents, based upon such review and analysis by Architect as may
reasonably be required. In the event of litigation, where Architect is named as an
additional party with the City, such assistance will include the availability of
knowledgeable witnesses in the employ of Architect for expert testimony.
(14) Architect shall use its best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
conformance only with the design concept of the Project and with the information given
in the Contract Documents. Architect shall establish and implement precise procedures,
to be approved by City's Director, for expediting the processing and approval of these
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
(15) Architect shall prepare Change Orders and/or Construction Change Directives to the
construction contract, in six (6) copies, after review and approval by City. Each Change
Order shall be specific and final as to prices and extensions of time,with no reservations
or other provisions allowing for future additional money or time as a result of the
particular changes identified and fully compensated in the Change Order. Architect's
6
compensation for preparation of Change Orders, if any, shall be determined by Section
2.09(1)below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and
final completion, shall receive written guarantees and related documents assembled by
Contractor for submittal with the final Certificate of Payment, and shall prepare and
present final Certificate for Payment to Director for City's approval and payment. In
addition,Architect shall make inspection of the Project at least thirty(30)days before the
expiration of the one(1)year warranty contained in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(18) Architect shall have authority to order minor changes in the construction work, consistent
with the Contract Documents, and not involving an adjustment in the Contractor's bid
price or an extension of the Project Schedule. Such changes shall be accomplished by
Field Order. In addition, Architect may issue written Field Orders which interpret the
Plans and Specifications,with copies submitted to City's Director.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and
final location of mechanical and electrical service lines and outlets, based upon marked-
up prints of drawings and other data furnished by the Contractor to Architect. Architect
shall provide Record Construction Specifications which will identify the changes in the
specifications on a sheet, which sheet will be inserted at the beginning of each section to
which they pertain.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1)
consent of surety or sureties, if any, of reduction in or partial release of retainage or the
making of final payment; and (2) affidavits, receipts, releases and waivers of liens or
bonds indemnifying Owner against liens.
2.07 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion of the prime
general contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project.
Architect shall then prepare a list of work which needs to be done by each prime contractor to satisfy that
prime contractor's warranty obligations to City. For any non-warranty involvement of Architect,
payments shall be made based upon the Hourly Rate Schedule contained in this Agreement.
2.08 Project Representation Beyond Basic Services. In the event that circumstances should develop
whereby continuous, full-time representation at the Project site is required, the conditions under which
such representation shall be furnished and the Project Representatives selected, employed and directed
shall be governed by an additional written Supplemental Agreement between City and Architect.
2.09 Additional Services. Architect shall perform Additional Services, as requested by City. Once
City has expended$50,000.00 in additional service,Architect shall not proceed with any other additional
services until the appropriate Resolution or directive for such Additional Services has been delivered from
7
the City Council or City Manager. The following services are not covered under Article II,which defines
and outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by
Director in advance of their performance, they shall be paid for in the manner agreed to at the time of
authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City. If
changes are required to be made because of error,oversight, clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as may be required
in connection with the replacement of such work, unless damage was the result of
Architect's error.
(3) Providing other extraordinary professional services over and above the contract
requirements,where required and requested by City,including extraordinary professional
services which might result if the City decides to"fast-track"the Project.
(4) Providing construction phase services more than twelve (12) months after the start of
construction of the Contractor's Notice to Proceed,whichever occurs first.
(5) Performing more than two (2) reviews of each shop drawing, product data item, sample
or similar submittal from the Contractor.
(6) Providing more than twenty-four (24) site visits/construction meetings over the duration
of the Project.
(7) Providing more than two (2) inspections for any portion of the Work to determine
whether such portion of the Work is substantially complete in accordance with the
requirements of the Contract Documents.
(8) Providing more than one (1) inspection for any portion of the Work to determine Final
Completion.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information.City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized to
act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining
thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
8
3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and other
trade permits will be the responsibility of the construction contractor. Any charges which may be assessed
for tap fees will be paid by City and are not to be included by Architect in the Specifications for the
Project.
3.05 Fees. City shall pay for fees required for Architect's submittal and approval of documents as set
forth in the Agreement this document supplements.
3.06 Miscellaneous items. City will also provide Architect with City of Round Rock General and
Supplementary General Conditions for Building Construction, Instructions to Bidders, Proposal Forms,
Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and
materials as may be necessary and practicable for the orderly and expeditious process of the work and the
awarding of the Construction Contract. To the extent practicable, these documents shall be utilized in the
preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this
Project has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also
include in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the
lowest responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project is still
less than the fixed limit of total Budgeted Construction Cost for the Project, City shall pay Architect fees
for Basic Services in accordance with this Agreement.
4.02 Procedures if Bid(s) Exceed Budgeted Construction Costs. If the lowest responsible bid
exceeds its portion of the fixed limit of total Budgeted Construction Cost for the Project, City at its option
may either (1) give written approval of an increase in such fixed limit, with no obligation to increase
Architect's fee, or (2) authorize rebidding within a reasonable time, or (3) cooperate in revising the
Project scope and quality as required to reduce the Probable Construction Cost. In the case of(3), if the
lowest responsible bid exceeds the Budgeted Construction Cost by more than ten (10%), Architect,
without additional charge, shall immediately modify the Drawings and Specifications as necessary to
bring the Project cost within the budgeted fixed limit, or within any higher fixed limit subsequently
authorized by City. Providing this service shall be the limit of Architect's responsibility in this regard,
and having done so, Architect shall be entitled to his fees in accordance with this Agreement. If the
lowest responsible bid is within ten percent(10%)of the Budgeted Construction Cost,the Architect shall,
upon the City's request and as an Additional Service, make revisions to Drawings and Specifications to
reduce the Probable Construction Cost. However, when the excess is due to changes initiated by
Architect in scope, basic systems or the kinds and quality of materials, finishes or equipment, Architect
shall make revisions at no additional cost to City.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are included in the total not-to-exceed
professional services fee delineated in the Agreement this document supplements and herein, and include
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the actual expenditures and actual costs set forth in the Agreement this document supplements.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each phase, as delineated in the Agreement this document
supplements and herein.
As to the Construction Observation Phase fee apportionment, Architect shall invoice for equal
monthly payments based upon the contractually-stipulated Construction Period.
6.02 Reimbursable Expenses. Payments for authorized Reimbursable Expenses for Architect, as
hereinbefore referred to,shall be made following presentation,review and approval of Architect's detailed
invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims,whether paid by City or denied.
6.05 Abandonment. If any work designed or specified by Architect during any phase or subphase is
abandoned or suspended,in whole or in part,Architect is to be paid for the services performed on account
of it prior to receipt of written notice from City through its Director of such abandonment or suspension.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be in a form to be specified by Director. All payments to
Architect shall be made on the basis of the invoices submitted by Architect and approved by Director.
Such invoices shall conform to the schedule of services and costs in connection therewith set out
hereinabove. All Reimbursable Expenses shall be clearly shown. Should additional backup material be
requested by Director, Architect shall comply promptly with such request. In this regard, should Director
determine it necessary,Architect shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
6.07 Payment of Invoices. City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Architect and to adjust the same to meet the requirements of the
Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later
than the time period required under the Texas Prompt Payment Act; however, under no circumstances
shall Architect be entitled to receive interest on payments which are late because of a good faith dispute
between Architect and City or because of amounts which City has a right to withhold under this
Agreement or state law.
6.08 Offsets.City may,at its option,offset any amounts due and payable under this Agreement against
any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due
arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due
to City has been reduced to judgment by a court.
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ARTICLE VH
ARCHITECT'S ACCOUNTING RECORDS
7.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining
to the Project, and records of accounts between City and Architect shall be kept on a generally recognized
accounting basis and shall be available to City or its authorized representatives at mutually convenient
times.
ARTICLE VH1
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that Director 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 Architect,with the understanding that immediately upon receipt of said notice all work and labor
being performed under this Agreement shall cease. Architect 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, field surveys, maps, cross sections 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 a
new architect for continuation of services on the Project, Architect shall cooperate in providing
information.
8.02 Default.Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as determined by Director or which is not submitted in compliance with the terms of this
Agreement. City shall not be required to make any payments to Architect when Architect is in default
under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which
City may have if Architect is in default, including the right to bring legal action for damages or to force
specific performance of this Agreement.
ARTICLE IX
GENERAL,SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock— General Conditions,
Supplementary Conditions, and Special Conditions, are to be used by Architect without modification;
however, City may, upon prior consultation, approve of any changes that may be necessary for specific
cases or instances. Any special conditions pertaining to the Project that are approved by City will be
included under the Special Conditions portion of the Construction Documents.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute
arising hereunder shall be submitted to Director,whose decision in the matter shall be final and binding.
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ARTICLE X
RESPONSIBILITY FOR WORK.INDEMNIFICATION AND INSURANCE
10.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a
release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of their Designs,Working Drawings, Specifications or other
documents and work; nor shall such approval be deemed to be an assumption of such responsibility by
City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other
documents prepared by Architect,his employees, subcontractors,agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to 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 Architect's breach of
any of the terms or provisions of this Agreement, or by any negligent act or omission of Architect, his
officers, agents, associates, employees or subconsultants, in the performance of this Agreement; except
that the indemnity provided for in this paragraph shall not apply to any liability resulting from the
negligence of City, its officers, agents, employees or separate contractors, and in the event of joint and
concurrent negligence of both Architect 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 paragraph 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.
10.03 Indemnification (Patent and Copyright Claims).Architect agrees to completely indemnify and
hold harmless City, its officers, agents and employees, against a claim that any of the Designs, Plans or
Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this
Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily, regardless of whether
or not City is proven to have actively induced or contributed to the infringement. Architect will pay any
and all resulting costs,damages and attorney's fees finally awarded,provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has control of settlement negotiations.
(a) The City Attorney of City shall be kept informed of settlement negotiations, and
shall execute any settlement agreement reached by Architect on City's behalf.
(b) Architect's indemnification under this section is conditioned on City's agreement
that if any of the designs, plans or specifications, become, or in Architect's
opinion are likely to become, the subject of such a claim, City will permit
Architect, at Architect's option and expense, either to procure the right for City
to continue using the designs, plans or specifications or to replace or modify the
same so that they become non-infringing; and if neither of the foregoing
alternatives is available on terms which are reasonable in Architect's judgment,
City,to the extent City is legally able to do so,will cease using the designs,plans
or specifications on written request of Architect, in which instance City has the
sole option to either require Architect to perform new design work at Architect's
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sole expense,or to terminate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based
upon the modification or alteration of the designs, plans or specifications
prepared under this Agreement subsequent to the Project by City, or by any
engineering consultant subsequently employed by City.
(d) The foregoing states the entire obligation of Architect with respect to
infringement of patents and copyrights.
10.04 Insurance.Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Agreement the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable
to City. Failure to maintain the minimum insurance coverage during the term of this Agreement shall be
considered a material breach of this Agreement.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to maintain
during the term of the Contract, at the subconsultant's own expense, the same stipulated minimum
insurance required in Section 10.04 above, including the required provisions and additional policy
conditions as shown below in Section 10.06,unless specifically waived by the City Manager.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in order
to assure compliance with the insurance requirements. Architect must retain the certificates of insurance
for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. City shall be entitled, upon request and without expense, to
receive copies of these certificates of insurance.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty(30)days prior to the expiration,cancellation, or non-
renewal,a notice thereof shall be given to City by certified mail to:
City Manager,City of Round Rock
221 East Main Street
Round Rock,Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation,or non-renewal it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for payment
of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Architect.
(3) The Term "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City of
Round Rock.
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(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's Self-Insured Retentions of
whatever nature.
10.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by
Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum
coverage in force to be filed with the City.
ARTICLE XI
COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES,ETC.
11.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall
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 all local, State and
National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in
the performance of the professional services contracted for herein.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the 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.
ARTICLE XII
TERM
12.01 Term.Unless sooner terminated in accordance with the applicable provisions hereof, or extended
by mutual agreement approved by the City,the term of this Agreement shall be from the date hereof until
final completion of the Project and all architectural/engineering and construction administration services
in connection therewith, including the final one (1) year warranty inspection, and resolution of any
outstanding Project-related claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is
of critical importance, and agrees to undertake all necessary efforts to expedite the performance of
services required herein, so that construction of the Project will be commenced as scheduled. In this
regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and
timely accomplish all services required under this Agreement in the highest professional manner.
ARTICLE XHI
FINANCIAL INTEREST PROHIBITED,CONFIDENTIALITY
13.01 Financial Interest Prohibited. Architect covenants and represents that Architect, 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 for the
construction of the Project.
13.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall not be
disclosed to any third parties without the prior written consent and approval of City's Director.
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ARTICLE XIV
GENERAL PROVISIONS
14.01 Time is of the Essence.Architect understands and agrees that time is of the essence and that any
failure of Architect to complete the services for each phase of this Agreement within the agreed Project
Performance Schedule will constitute a material breach of this Agreement. Architect shall be fully
responsible for its delays or for failures to use his best efforts in accordance with the terms of this
Contract. Where damage is caused to City due to Architect's failure to perform in these circumstances,
City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any
of City's additional legal rights or remedies.
14.02 Force Majeure.Neither City nor Architect shall be deemed in violation of this Agreement if it is
prevented from performing any of its obligations hereunder by reasons for which it is not responsible or
circumstances beyond its control. However, notice of such impediment or delay in performance must be
timely given,and all reasonable efforts undertaken to mitigate its effects.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement.Architect shall not assign, sublet
or transfer any interest in this Agreement without prior written authorization of City's Director.
14.04 Amendments. This Agreement, representing the entire agreement between the parties, may only
be amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson
County, 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 Contract shall be governed by and construed in accordance with the laws and court decisions of the
State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as
follows:
City Manager,City of Round Rock Stephanie Sandre,City Attorney
221 East Main Street and to: 309 East Main Street
Round Rock,Texas 78664 Round Rock,Texas 78664
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
Michael Schuster Associates,Inc.
(dba MSA Sport)
316 West 4'Street
Cincinnati, Ohio 45202
[Signatures on the following page.]
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IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in
its corporate name by its City Mana er, duly authorized to execute the same in its behalf approved and
executed by the Ci�44anagei on ,�Jr 15 ,2022, and Michael Shuster Associates, Inc.
(dba MSA Sport) signing by d through its duly authorized representative, thereby binding the parties
hereto,their successors, assigns d representatives for the faithful and full performance of the terms and
provisions of this Contract. r
CITY OF ROUND ROCK,TEXAS MICHAEL SCHUSTER ASSOCIATES,
INC.(dba MSA SP
By:
7� Fiu it;
Michae Schuster
Date: l h 's Date:
ATTEST:
By: PrI Ili
Meagan Spink ,City Clerk
FOR CITY,APPROVED AS TO FORM:
By:
Stephanie L. Sandre,City Attorney
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