CM-2018-1843 - 9/7/2018CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES FOR
ARCHITECTURAL ANALYSIS AND PLANNING SERVICES WITH
MCKINNEY ARCHITECTS INC.
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS
THIS AGREEMENT for professional consulting services related to on-call architectural
analysis and planning services for various projects (the "Agreement') is made by and between
the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices located at
221 East Main Street, Round Rock, Texas 78664-5299 (the "City"), and MCKINNEY
ARCHITECTS, INC. (dba McKinney York Architects), located at 1301 East 7t' Street, Austin,
Texas 78702 (the "Architect" or "McKinney York Architects").
RECITALS:
WHEREAS, City desires to contract for Architect's professional services on an as -
needed basis for various City projects requiring architectural services; and
WHEREAS, Architect desires to contract with the City for such professional services
and provide assistance on an as -needed basis for architectural services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.0 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of
the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be for twelve (12) months from the effective date of this
Agreement. Any Architectural Services performed or costs incurred after the date of termination
shall not be eligible for reimbursement. Architect shall notify City in writing as soon as possible
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if Architect determines, or reasonably anticipates, that the services will not be in accordance with
the Work Schedule.
City reserves the right to review the Agreement at any time and may elect to terminate
the Agreement with or without cause or may elect to continue.
2.0 ARCHITECTURAL SERVICES
The general scope of services is appended to this Agreement as Exhibit "A" titled
"Services to be Provided by the Architect," which document is attached hereto and incorporated
herein by reference for all purposes.
3.0 WORK SCHEDULE; WORK AUTHORIZATION
(1) Work Schedule. Architect shall perform the Architectural Services in
accordance with a Work Schedule to be agreed upon between City and Architect as part of a
Work Authorization provided in Section 8.0 herein, "Work Authorization." Such Work
Authorization shall contain a complete scope of services and schedule so that the Architectural
Services included in the project may be accomplished within the specified time at the specified
costs. The Work Schedule shall provide specific work sequences and definite review times by
City and Architect of all Architectural Services. Should the review times or Architectural
Services take longer than shown on the Work Schedule, through no fault of Architect, Architect
may submit a timely written request for additional time, which shall be subject to the approval of
the City Manager.
Any Architectural Services performed or costs incurred after the date of termination shall
not be eligible for reimbursement. Architect shall notify City in writing as soon as possible if
he/she/it determines, or reasonably anticipates, that the Architectural Services will not be
completed in accordance with the Work Schedule.
Architect acknowledges that the Work Schedule is important and agrees to undertake all
reasonably necessary efforts to expedite the performance of Architectural Services required
herein so that the services will be commenced and completed as scheduled. In this regard, and
subject to adjustments in the Work Schedule agreed upon by the parties, Architect shall proceed
with sufficient qualified personnel and consultants necessary to fully and timely accomplish all
Architectural Services required under this Contract in a professional manner.
(2) Work Authorization. After execution of this Agreement, Architect not proceed
with Architectural Services until authorized by City to proceed as provided in Section 8.0.
4.0 LIMITATION TO SCOPE OF SERVICES
Architect and City agree that the general scope of services to be performed is enumerated
in Exhibit `B," incorporated herein by reference, and may not be changed without the express
written agreement of the parties. Notwithstanding anything herein to the contrary, the parties
agree that City retains absolute discretion and authority for all funding decisions, such to be
based solely on criteria accepted by City which may be influenced by but not be dependent on
Architect's work.
5.0 CONTRACT AMOUNT
City shall pay and Architect agrees to accept the amount shown below as the maximum
compensation for all Architectural services performed and to be performed under this
Agreement.
Fee. Architect shall be paid on the basis of actual hours worked by employees
performing work associated with this Agreement, in accordance with the Fee Schedule attached
hereto as Exhibit "B." Payment of monies due for the Architect's subconsultant's services, if
any, shall be based on the actual amount billed to the Architect by the subconsultant.
The maximum amount payable under this Agreement, without modification of this
Agreement as provided herein, is the sum of Forty -Five Thousand and No/100 Dollars
($45,000.00). Architect shall prepare and submit to City monthly progress reports in sufficient
detail to support the progress of the work and to support invoices requesting monthly payment.
Satisfactory progress of work shall be an absolute condition of payment.
Reimbursable Expenses. Payment for reimbursable expenses shall be included in the
not -to -exceed total fee for Professional Services of $45.000.00. Reimbursable expenses shall be
paid as set forth herein and as in Exhibit `B."
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
(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. Travel
from Austin to Round Rock shall not be eligible for reimbursement. Architect is responsible for
providing all receipts to the City for the reimbursement of items set forth above. Receipts shall
be provided to the City within sixty (60) days of the expenditure to qualify for reimbursement
and shall provide enough detail for the City to determine the requested reimbursements meet the
criteria set forth herein. It shall be in the sole discretion of the City 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 City business. Administrative fees shall not
be eligible for reimbursement.
The maximum amount payable herein may be adjusted for additional work requested and
performed only if approved by written Supplemental Agreement.
6,0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Architect shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to Architect
shall be made on the basis of the invoices submitted by Architect and approved by the City. Such
invoices shall conform to the schedule of services and costs in connection therewith.
Should additional backup material be requested by the City relative to service
deliverables, Architect shall comply promptly. In this regard, should the City determine it
necessary, Architect shall make all records and books relating to this Agreement available to the
City for inspection and auditing purposes at reasonable times and in reasonable increments.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Architect and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Architect promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Architect be entitled to
receive interest on payments which are late because of a good faith dispute between Architect
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Architect's net income.
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Architect will be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Architect may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
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(a) There is a bona fide dispute between the City and Architect, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
(b) There is a bona fide dispute between Architect and a subcontractor or between
a subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
8.0 WORK AUTHORIZATION
The Architect shall not proceed with any task listed in Exhibit "B" until the City has
issued a written Work Authorization regarding such task. The City shall not be responsible for
work performed or costs incurred by Architect related to any task for which a Work
Authorization has been issued.
9.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may effect
such termination by giving Architect a written notice of termination at the end of its then- current
fiscal year, and by paying Architect for all services performed and reimbursable expenses
incurred to the date of termination.
10.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Architect
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Architect shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Architect nor for any costs incurred by Architect
relating to additional work not directly authorized by Supplemental Agreement.
11.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Architect that the City may terminate this
Agreement for the convenience of the City, upon thirty (30) days' written notice to Architect,
with the understanding that immediately upon receipt of said notice all work being performed
under this Agreement shall cease. Architect shall invoice the City for work completed and shall
be compensated in accordance with the terms hereof for work accomplished prior to the receipt
of said notice of termination. Architect shall not be entitled to any lost or anticipated profits for
work terminated under this Agreement. Unless otherwise specified in this Agreement, all data,
information, and work product related to this project shall become the property of the City upon
termination of this Agreement and shall be promptly delivered to the City in a reasonably
organized form without restriction on future use, except to the extent that the Architect is
required to retain such information under the TBAE rules. Should the City subsequently contract
with a new Architect for continuation of service on the project, Architect shall reasonably
cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which is
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Architect in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which is
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
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12.0 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Architect shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
13.0 INDEPENDENT CONTRACTOR STATUS
Architect is an independent contractor and is not the City's employee. Architect's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Architect and the City agree to the following rights
consistent with an independent contractor relationship:
(l) Architect has the right to perform services for others during the term hereof
(2) Architect has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Architect has the right to hire assistants as subcontractors, or to use employees to
provide the services required by this Agreement.
(4) Architect or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Architect.
(5) Neither Architect nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Architect or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Architect nor its employees or subcontractors are eligible to participate in
any employee pension, health, vacation pay, sick pay, or other fringe benefit plan
of the City.
14.0 INSTRUMENTS OF SERVICE
Drawings, specifications and other documents, including those in electronic form,
prepared by the Architect and the Architect's consultants under this Agreement are Instruments
of Service for use solely by the City. Except as otherwise provided, all of the Architect's
designs and work product prepared under this Agreement, including but not limited to Tracings,
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Drawings, Estimates, Specifications, Investigations, Studies and other documents, shall be the
property of the City, to be used as the City desires; by execution of this Agreement and in receipt
of the fee for services to be paid under this Agreement, the Architect hereby conveys, transfers
and assigns to the City all rights under the Federal Copyright Act of 1976 (or any successor
copyright statute), as amended, all common law copyrights and all other intellectual property
rights acknowledged by law in the Project designs and work product (except the Architect's and
its consultants' standard details, templates, schedules, drawings, and specification materials,
hereinafter referred to as "Existing Work Product") developed under this Agreement. Copies
may be retained by the Architect. For the avoidance of all doubt, Architect retains all common
law copyrights and all other intellectual property rights in its Existing Work Product and grants a
license to the Owner to use the Existing Work Product for purposes of the Agreement and
contingent upon payment in full to the Architect for all amounts owed under the Agreement.
The Architect shall be liable to the City 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 City.
Upon execution of this Agreement, the Architect grants to the City permission to
reproduce the Architect's Instruments of Service for purposes of constructing, using and
maintaining the Project, provided that the City 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 City 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. However, City agrees to release Architect for any claim, damage,
or cause of action arising from the City's use of Architect's Instruments of Service without
retaining Architect or from any change or modification of Architect's Instruments of Service.
The City 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 City 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 required by the
Instruments of Service. 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 or any use of the Instruments of Service without
retaining the Architect shall be at the City's sole risk and without liability to the Architect and
the Architect's consultants. Additionally, IN THE EVENT THE CITY USES THE
ARCHITECT'S INSTRUMENTS OF SERVICE FOR ANY PROJECT WITHOUT
RETAINING THE AUTHOR OF THE INSTRUMENTS OF SERVICE FOR THAT PROJECT,
THE OWNER RELEASES THE ARCHITECT AND ITS CONSULTANT(S) FROM ALL
CLAIMS AND CAUSES OF ACTION ARISING FROM SUCH USES.
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Prior to the Architect providing to the City any Instruments of Service in electronic form
or the City providing to the Architect any electronic data for incorporation into the Instruments
of Service, the City 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.
All plans and drawings will be prepared and submitted digitally by the Architect to the
City 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.
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 City the
reproducible Record Drawings and Record Specifications as described supplementally herein. In
addition, the Architect shall submit originals of all documents modified to actual as -built
conditions as provided by the General Contractor.
The Architect shall have no liability for changes made to the drawings or Project by
Contractor or the as -built condition of the Project. Any Architect directed 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 City 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.
15.0 STANDARD OF CARE
The Architect shall perform its services with the professional skill and care ordinarily
provided by competent architects practicing in the same or similar locality and under the same or
similar circumstances and professional license; and as expeditiously as is prudent considering the
ordinary professional skill and care of a competent architect ("Standard of Care"). Architect
shall not be responsible for any failure to follow or apply any knowledge or techniques which
were not generally known, acknowledged, or accepted as of the time during which the Architect
is performing his services under this Agreement. The parties acknowledge that no set of plans
and specifications is free of errors and omissions and that the existence of an error or omission
does not automatically constitute a breach of the Standard of Care.
16.0 LIMITATION OF LIABILITY
Should any of Architect's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Architect; thereafter,
(a) Architect shall either promptly re -perform such services to the City's satisfaction at no
additional charge, or (b) if such deficient services cannot be cured within the cure period set
forth herein, then this Agreement may be terminated for default.
In no event will Architect be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
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agents.
In no event shall Architect be liable to the City, by reason of any act or omission relating
to the services provided under this Agreement (including the negligence of Architect), whether a
claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive,
special or similar damages relating to or arising from the services, or (b) in any event, in the
aggregate, for any amount in excess of the total professional fees paid by the City to Architect
under this Agreement, except to the extent determined to have resulted from Architect's gross
negligence, willful misconduct or fraudulent acts relating to the service provided hereunder.
17.0 INDEMNIFICATION
Architect and the City each agree to indemnify and hold harmless the other, to the fullest
extent permitted under law, from and against amounts payable under any judgment, verdict,
court order or settlement for death or bodily injury or the damage or destruction of any real or
tangible property, but only to the extent that the damage is caused by or results from an act of
negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor
or supplier committed by the indemnitor or the indemnitor's agent, consultant under contract, or
another entity over which the indemnitor exercises control.
18.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
19.0 LOCAL, STATE AND FEDERAL TAXES
Architect shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Architect's payments or make FICA payments on its behalf;
(2) Make state and/or federal unemployment compensation contributions on
Architect's behalf; or
(3) Withhold state or federal income tax from any of Architect's payments.
If requested, the City shall provide Architect with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
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20.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Architect, its Architects, agents, employees and subcontractors shall use the
Standard of Care to comply with all applicable federal and state laws, the Charter and
Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations
promulgated by local, state and national boards, bureaus and agencies. Architect shall further
obtain all permits, licenses, trademarks, or copyrights required in the performance of the services
contracted for herein, and same shall belong solely to the City at the expiration of the term of this
Agreement.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Architect verifies Architect does not boycott Israel and will not boycott Israel during the term of
this Agreement.
21.0 INSURANCE
Architect shall meet all City of Round Rock Insurance Requirements set forth in the
attached Exhibit "C," incorporated herein by reference for all purposes.
22.0 FINANCIAL INTEREST PROHIBITED
Architect covenants and represents that Architect, its officers, employees, agents,
Architects and subcontractors will have no financial interest, direct or indirect, in the purchase or
sale of any product, materials or equipment that will be recommended or required hereunder
specified by the Architect under this Agreement.
23.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
Chad McDowell
Director of General Services
212 Commerce Cove
Round Rock, TX 78664
24.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Architect:
McKinney Architects, Inc. dba McKinney York Architects
1301 East 7`h Street
Austin, TX 78702
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Architect.
25.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
26.0 EXCLUSIVE AGREEMENT
The terns and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
F,
27.0 DISPUTE RESOLUTION
The City and Architect hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
28.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
29.0 GRATUITIES AND BRIBES
City, may by written notice to Architect, cancel this Agreement without incurring any
liability to Architect if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Architect or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Architect may be subject to penalties stated in Title
8 of the Texas Penal Code.
30.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
31.0 MISCELLANEOUS PROVISIONS
Timely Performance of Services. Architect agrees that any failure of Architect to
complete the services for each phase of this Agreement within the agreed project schedule
through no fault of Owner or another party outside the control of Architect may constitute a
material breach of this Agreement. Architect shall be fully responsible for its delays or for
failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage
is caused to City due to Architect's failure to perform in these circumstances, City may withhold,
to the extent of such damage, Architect's payments hereunder without a waiver of any of City's
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additional legal rights or remedies. City shall render decisions pertaining to Architect's work
promptly to avoid unreasonable delays in the orderly progress of Architect's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Architect with
one fully executed original.
*The Texas Board of Architectural Examiners has
jurisdiction over complaints regarding the professional
practices of persons registered as architects in Texas.
Texas Board of Architectural Examiners - P.O. Box 12337
- Austin, TX 78711 - 2337-512-305-9000 -
www.tbae.state.tx.us
[Signatures on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By:
Printed N&n
Title:
Date Signed:
For City, Attest:
By. • �10V-7
Sara L. White, City Clerk
For City, A proved as to Form:
By
Stephan . S eets, City Attorney
15
McKinney Architects, Inc.
By:
Printe Name:^
Title: 1
Date Signed: 3 TT , tZ
EXHIBIT "A"
SERVICES TO BE PROVIDED BY THE ARCHITECT
Architect's services are desired for purposes including but not limited to being architect of
record, coordinating consultants, planning, providing or otherwise contracting for 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 various City projects.
All specific services desired shall be included and detailed in a "Work Authorization" prepared
by the City and mutually agreed upon by Architect and the City.
OR
WK[NNEY YORK
architects
EXHIBIT B page1of2
2018 FEE SCHEDULE
Clerical I
$90/hr
Clerical II
$1 10/hr
Clerical III
$130/hr
Intern
$90/hr
Designer 1
$100/hr
Designer II
$1 10/hr
Architect III / Designer III
$120/hr
Architect IV/ Designer IV
$130/hr
Architect V
$140/hr
Architect V1
$150/hr
Architect VII
$170/hr
Architect VIII
$190/hr
Architect IX
$210/hr
Partner
$170/hr
Principals
$220/hr
Founding Principal
$220/hr
Note: This fee schedule is effective through December 31, 2018. Rates will be
adjusted each January to reflect changes in employee costs.
"The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the
professional practices of persons registered as architects in Texas,
Texas Board of Architectural Examiners -P.O. Box 12337 -Austin, TX 78711 2337-512-305-9000 -
www.t b a e. st a t e.tx, u s
1301 east seventh street e austin, texas a 78702 a Ph 512 476 0201 • ix 512 476 0216 a www mckinneyyork.com
EXHIBIT B page 2 of 2
WKINNEY� YORK
architects
2018 REIMBURSABLE EXPENSES RATE SCHEDULE
In addition to the fee, the following will be invoiced as reimbursable expenses
with multiplier of 1.15:
In-house printing and plots
Black and White Photo Copies
0 cents for 8.5 x 11
15 cents for I I x 17
Color Photo Copies
20 cents for 8.5 x 11
35 cents for I I x 17
Tronsbond Plots/Copies
Up to 2436 - $3.75 ea.
Greater than 2436 - $5.50 ea.
Color Presentation Bond Plots/Copies
Up to 2436 - $4.50 ea.
Greater than 24x36 - $6.75 ea.
Mileage - current IRS Standard Mileage Rates for travel reimbursable under the
agreement
Postage, handling and delivery charges
Outsourced printing and plots
Furniture and fixture purchases
Attorney's fees 8r Architect's time for review and negotiation of agreements
with third parties or lenders
Other direct project expenses
Note: This rate schedule is effective through December 31, 2018. Rates will be
adjusted each January to reflect changes in costs.
1301 cost seventh street 0 austin, texas • 78702 0 ph 512 476 0201 o Ix 512 476 0216 • www mcktnneyyork com
WKINNEY VORK
architects
Automobile Liability Statement
No Owned Autos
McKinney Architects Inc. dba McKinney York Architects does not own
any autos. Services provided under this contract will be provided with
the use of hired and non -owned autos only.
(Vendor Signature
Charles A. York, FAIA, Principal
07-30-2018
(Date)
1301 east seventh streel 0 oustm. texas 0 78702 • ph 512 476 0201 • 1x 512 476 0216 0 www mtkinneyyork.com
City of Round Rock
RouNd ROCK Agenda Item Summary
Agenda Number:
Title: Consider executing a Professional Consulting Services Agreement with
McKinney Architects, Inc. for On -Call Architectural Analysis and Planning
Services Work Authorization.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 9/7/2018
Dept Director: Chad McDowell, General Services Director
Cost: $45,000.00
Indexes: General Self -Financed Construction
Attachments: Agreement, LAF
Department: General Services Department
Text of Legislative File CM -2018-1843
Consider executing a Professional Consulting Services Agreement with McKinney
Architects, Inc. for On -Call Architectural Analysis and Planning Services Work
Authorization.
This agreement is for professional consulting services related to on-call architectural
analysis and planning services for various projects throughout the City. Work under this
contract will be performed on a "work authorization" basis, with each scope of work to be
identified prior to approval of the authorization. Compensation under this agreement is not
to exceed $45,000 in aggregate.
Cost: $45,000.00
Source of Funds: General Self -Financed Construction
City of Round Rock Page i Printed on 9/6/2046