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CM-2020-048 - 2/14/2020c l OV City of Round Rock Agreement for Architectural Services for City of Round Rock Prete Main Street Plaza Restroom Project With RHad Enterprises, Inc. (DBA MODE Design Company) AGREEMENT made as ofthe ^. f j} I ( I11- ) da% of the month of Two in they ear Thousand T%tient} (2020). � ! BETWEEN the Architect's client identified as the Cit% or the Owner: City of Round Rock 221 Fast Main Street Round Rock- NVilliamson and Travis Counties. Texas 78664 and the Architect: RI lad Enterprises, hte. D13A MODE Design Compact} 103 Woods Lane Cedar Park, Texas 78613 ror the foIlo%tiing Project: Professional architectural services and design services related to the design and construction of a stand-alone restroorn building in the Prete Main Street Plaza located in Round Ruck, Texas, Professional ser%ices lbr this Project shall include but not be limited to, Schematic Design, Design De%clopment. Construction Documents, Bidding Phase and Construction Obser%ation. The Owner and the Architect agree as folio%%s: ARTICLE 1.1 INITIAL INFORMATION I.I.1 This Agreement is based on the folio►%ing information and assumptions TheArchitect shall furnish the delineated services, including but not limited to meeting With the Ouner's representatives and others designated by the Onner to determine needs and requirements', rendering professional consultation and ad%ice, furnishing al[ necessam design and contract administration services for the referenced Project: and prodding other specialized services. Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) revic%%, «hick is a requirement of federal la" to comph. with the ADA if [lie construction budget exceeds S50.000- Owner shall pay the fees related to the submittal of plans for TAS rev iew- 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: Stand-alone public restroom building. 00438333 ss2 61Y-252(>-Oq? nth The referenced Project consists of professional planning, design, and construction sen-ices related to the follow ing: Two (2) single user restroom spaces %%ith required chases and storage areas- 1. 1.2.2 The physical parameters are, The Project is to be located on City -owned property at 221 Last Main Street across from Cit) 1-IaIL in Round Rock, Texas. 1.1.2.3 The O►vner's Program is: The program of development shall include but not be limited to the follo%%ing 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 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 Opener for reasons including meeting the Project budget and Project requirements. Schedule Initial proposed schedule for the Project is incorporated in Exhibit "B," attached hereto and incorporated herein for all purposes_ The Architect till maintain a detailed project schedule in Microsoft Project or in an alternati►e format approved by the 0%►ner througllout the duration of the Project. 1.1.2.4 1 he financial parameters are as follo%%s: I _ The Fee Schedule relative to this Agreement is set forth in lixhibit "A," and is as follows. A. Professional Services In consideration for the professional services to be performed b% the Architect, the Owner agrees to pay the Architect a total sum not to exceed Ten Thousand Five hundred and MAN Dollars (SI0r500.00). Said sum is a fixed not -to -exceed amount, and shall be paid as delineated in the attached Exhibit "A" %%hich is incorporated herein by reference for all purposes. Such not -to - exceed sum includes amounts paid for Architect's services; for consultant fees for \IEP engineers, structural engineers, civil engineers, and AD,A consultants as needed. B. Reimbursable Expenses Allowance Payment for reimbursable expenses, including administratke charges and out -of pocket expenses. shall not exceed the maximum sum of Five !Hundred and No/100 Dollars (S500.00), and such amount is inchulecl in the not -to -exceed total fee for Professional Senices of S10,500.00. Reimbursable expenses shall be paid as set forth herein and as in L•'xhibit "A." Tra%el reimbursements may be made for meals, travel, lodging as follons: (1) all travel shall be in coach and not in business class; (2) loll road charges if provided %%ith documentation of the date and time the toil 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 S50,00 per day . This amount includes tips. Tra►el reimbursements shall only appl% to travel in excess of forty (40) miles. Architect is responsible for providing all receipts to Owner for the reimbursement of items set forth abo%e. 2 T Receipts shall be pro%ided to the Owner within sixt) (60) days ofthe expenditure to qualif) 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 time 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 %acations or personal trips in conjunction with tra%el are not reimbursable. Adequate travel time is allowed, but travel expenses are not paid for absences not required hy Ottner business- C. Additional Services Additional senices are defined as an) 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 Architectr substantive changes in Project scope, or additional work necessitated by unknown or reasonably unforeseen circumstances. Any additional services shall be performed under a supplemental agreement negotiated at a time subsequent to this Agreement. 1.1.2.5 The time parameters are, Services hereunder shall commence within ten (10) days upon receipt by the Architect of Notice to Proceed from the Owner. Completion date shall be agreed upon hp Owner and Architect and shall be incorporated in Exhibit ` B." Other time parameters or adjustments to time parameters matt be determined at a later date by mutual agreement of the parties_ 1.1.2.E 1 he proposed procurement or delis en method for the Project is: Undetermined. Professional sen ices such as architectural engineering will be engaged b) negotiated contract. 1.1.3 PROJECT TEAM 1.1.3.1 fhe Owner's Designated Representatives are Laurie I ladley, City _Manager City of Round Rock 22 l Bast ;Hain Street Round Rock, Texas 78661 Aneil Naik, Development Construction Manager General Services Department City of Round Rock 221 East Clain Street Round Rock, Texas 78664 1.1.3.2 The Owner's consultants and contractors are-. Architect of Record ; Prime Firm: RHad Enterprises, Inc, DBA LMODF Design Company Consultants: Civil Engineer: 2P Consultants Structural Engineer: Robert Hammond MEP Engineer: Bacom Brothers Engineering Any additional Consultants are to be submitted to Owner and appro%ed by Owner. 1.1.3.3 The Architect's Designated Representative is: Rf-lad Enterprises, Inc. DBA MODE Design Company Ryan Hansanuwat, RA, NCARB, LEED AP 103 Woods Lane Cedar Park, Texas 78613 1.1.3.4 The 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 effected onI% by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by appropriate City Council or City Manager action. AWFICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 The Owner and the Architect shall fully cooperate with one another to fulfill all of their respective obligations required under this Agreement. Both parties shall endca%or during the full term hereof to maintain good working relationships among all members of the Project team. ` 1.2.2 0WNER 1.2.2.1 finless otherwise provided under this Agreement. the Owner shall provide full information in a timcl% manner regarding requirements for and limitations on [lie Project. 1.2.2.2 The Owner shall establish and periodical]% 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 Owwner's Designated Representatives identified in Paragraph I.I.+.1 shall he 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 scr%ic' 1.2.2.4 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 Ser%ices 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 .%riting. the Owner shall furnish or pay for tests, inspections and reports required b% law or the Contract Documents, such as structural, mechanical, and chemical tests. tests firr air and water pollution, and tests for hazardous materials. 1.2.2.6 The O%►ner shall fumish all legal, insurance and accounting ser%ices, 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 pro%ide prompt mitten notice to the other if either becomes aware of any fault or detect in the Project, including any errors, omissions or inconsistencies in the _Architect's Instruments of Ser%ice. 0- 1:2.2.8 The Owner will furnish building permits without charge Electrical, plumbing and other trade permits willbe the responsibility of the construction contractor. Any charges which may be assessed for tap fees ►till 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 hound Rock Genera] 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 ►►ork 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 re► iew and response to inquiries in order to maintain an orderly progression. 1.2.2.12 Any information related to design standards and O►►ner-furnished equipment specifications not pro►ided pursuant to Section 1.2.2.10 above and desired by the Architect from the Owner must be requested by the Architect in w riting 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 he as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompaming documents, in supplemental documents. and in related documents_ 1.2.3.2 The Architect's services shall be performed as expeditious]) 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 Alicrosofl 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 " B" and which may be adjusted, if necessan 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 w ith respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality of information speciftcalh designated as confidential b► the O%%ner, unless withholding such information would violate the law. create the risk of significant harm to the public or prevent file Architect from establishing a claim or defense in an adjudicator proceeding. The Arclikect shall require of the Architect's consultants, similar agreements to maintain the confidentiality of information specificalh designated as confidential by the Ow tier. 1.2.3.5 Except with the Owner's knowledge and written consent, the Architect shall not engage in an%y activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment ►v ith 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 0%er the Project, 1.2.3.7 The .architect shall be entitled to reasonabl% rely on the accuracy and completeness of sere ices and information furnished by the Owner, Each party shall' 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 TH E 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 super ision 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 tite compensation of t[te 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, Estimates. Specifications. Investigations, Studies and other documents, shall be the properq of the Owner, to be used as the Owner desires; by execution of this Agreement and in confirmation of the fee far sen ices 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 copy right statute), as amended, all common lave copyrights and all other intellectual property rights ackno%%[edged 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 anv loss or damage to an% 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 w ithout 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 Sen ice 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 iavn, to make changes, corrections or additions to the Instruments of Scn ice for the purposes of completing, using and maintaining the Project or additional projects. 1.3.2.3 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. Howcver, 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 Sery ice 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 liabiliq to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect providing to the Owner an Instruments of Senice in electronic form or the Owner providing to the Architect am 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 Senice or electronic data, including any special limitations not otltenvise 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. 1.3.2.6 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 O«ner the reproducible Record Drawings and Record Specifications as described supplemental]) herein. In addition, the Architect shall submit originals of all documents listed under Section 1.3 —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 b) the architect making that change and shall be appropriatel% marked to reflect %iftat "as changed or modified. To the extent permitted by law, the Ouner agrees to indemnify, Service. defend and hold harmless the Architect for an% claims, damages, suits and loss of even kind and nature for the unauthorized re -use of the Architect's Instruments of 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Ser%ices of the Architect, including services required of the Architect's consultants, ma} be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing. It is express]) understood and agreed b) and beween the parties hereto that an) alteration in schedule. compensation and Change in Serf ices shall be effected only b) Supplemental Agreement hereto. Am such Supplemental Agreement to this contract must he duly authorized b) appropriate Cit) Council or City 1lanager action. 1.3.4 ;MEDIATION 1.3.4.1 Ant 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 ser%ices, the Architect niay proceed in accordance %%ith applicable lak% to comp]) With lien notice or filing deadlines prior to resolution of the matter b) mediation_ 1.3.4.2 The O«ner and the Architect shall endeavor to resolve claims, disputes and other matters in question bel%%cen them by mediation_ Request for mediation shall be filed in %%citing with the other party to this Agreement, and mediation shall proceed in ad%ance of legal or equitable proceedings, "hick shall be stay ed pending mediation for a period of 60 day s from the date of filing, unless stayed for a longer period b) agreement of the parties or court order. 1.3.4.3 The parties shall share the mediator's fee and any filing foes equally. The mediation shall be held in the place %there the Project is located, unless another location is mutually agreed upon, Agreements reached in mediation shall he enforceable as settlement agreements in any court ha%ing 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 Oiuier and the Architect arising out of or relating to the contract documents or a breach thereof shall be decided b) an) 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 tiie Cent that the Onner is subject to an arbitration proceeding related to the Project, the lrchitect consents to be joined in the arbitration proceeding if tite Architect's presence is required or requested b) the 0%%ner for complete relief to be accorded in the arbitration proceeding. 1.3.6 CLAIMS FOR CONSEQUENTIAL IAL DAMAGES 1,3.6.1 The architect and the Oiener matte consequential damages for claims, disputes or other matters in question arising out of or relating to this ,Agreement. I'll is mutual waiver is applicable, %%ithout limitation. to all consequential damages due to either party 's termination in accordance nitli Section 1.3.8, 1�� 1.3.7 ,N11SCELLa,\EOUS 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 cite architect's services are substantially completed. 1.3.7.3 To the extent damages are covered by property insurance during construction, the Ovwner and the Architect %%aiwc all rights against each otter. The Ovwner, as appropriate, shall require of the contractors, consultants, agents and employ ces 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 part against either the Owner or the architect. 1.3.7.5 Villess otherwise provided in this Agreement, the Architect and the Architect's consultants shall have no responsibility for the discovery, presence, handling, remo%al or disposal of or exposure of persons to hazardous materials or toxic substances in am form at file Project site. 1.3.7.6 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. 1Io%kever, the Architect's materials shall not include file Owner's confidential or proprictar) information. 1.3.7.7 if the Ovyner 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. 'fire Architect shall not be required to execute certificates that %would require kno%0edge, 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 part)- with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement %%ithout the written consent of the other. 1.3.7.9 All Exhibits to the Contract are incorporated herein as a part of the Contract. An% inconsistencies or conflicts in Contract and Exhibits shall be resolved b% gi%ing preference to pages one ( I ) through ten (10) of the Contract. 1.3.7.10. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract uith a company for goods or services unless the contract contains written verification from the company that it: (I) 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 boy colt Israel and vy ill not boy colt Israel during the tern of this Agreement. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owvner fails to make payments to the Architect in substantial compliance with this Agreement, such failure ma) be considered substantial nonperformance and cause for suspension of performance of services under this agreement. Ifthe Architect elects to suspend services, prior to suspension of services, lite Architect shall ai%e Fifteen (15) days' %kritten notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to Cite Onner for dela) or damage caused the O►yner because of such suspension of services. Before resuming services, tite Architect shall be paid all non -disputed sums due prior to suspension. 'file Architect's fees for the remaining serf ices and the time schedules shall be equitably adjusted. 1.3.8.2 In connection %%ith the work outlined in this Agreement, it is agreed and fulh understood by the Architect that the Ottner may cancel or indefinitel3 suspend further work hereunder or terminate this contract either for cause or for the convenience of the Ottner, 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 0%%ner for all work satisfactorily completed and shall be compensated in accordance with tite terms of this Agreement for all %%ork 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 stork related to the Project shall become the property of the Ottner upon termination of [Iris agreement, and shall be prompt[-. dcli%ered to tite 0%%ner in a reasonably organized form %%ithout restriction on future use. Should the O►►ner subsequentl) contract with a new architect for continuation of services on the Project, the architect shall cooperate in prat iding information. 1.3.8.3 nothing contained in Section 1.3.8.2 immediately above shall require the Owner to pay for an) work which is unsatisfactory as determined by the Owner's representative or «hick is not submitted in compliance ttith the terms of this Agreement. The Owner shall not be required to make am payments to the Architect when the Architect is in default under this contract, nor shall this section constitute a waiver of any rib -lit. at law or at equity, ►►hich the Ot►ner may hate if the Architect is in defauh, including the right to bring legal action for damages or to force specific performance of this Agreement. 1.3.9 PAVNIENTS TO ARC MTECT 1.3.9.1 Payments on account of services rendered shall be made montlily upon presentation of the Architect's statement ofserwices. 1.3.9.2 Reimbursable Expenses, in an amount not to exceed $500.00. are included in the not -to -exceed suns for compensation for the Architect's professional services and include expenses incurred by the Architect and the Architect's employees and consultants directly related to tite Project, as described in 1.1.2.4.B. 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Sert ices, and of sort ices perforated ors the basis of hourly rates or a multiple of Direct Personnel Expense shall be promptly provided to the Owner or the Owner's authorized representatites. 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 mandator% and customary contributions and benefits related thereut, such as employment taxes and other statutor3 employee benefits, insurance, sick leave, holidays. vacations, employee retirement plans and similar contributions. \RriCLE I.-4 SCOPE OF SERVICES AiND 07'IIER SPECIAL TER\IS;%ND CO\D[T[O\S I.4.1 Lnumeration of Paris of the Agreement_ This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or aereements, either ►tritten or oral. This Agreement nia% be amended only by written instrument signed b) both the Otaner 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 hollow's: Exhibit " A" Fee Proposal and Scope of Sert ices Exhibit "B" Project Schedule "Supplemental ,•lgreentent No. I" supplementing architectural Ser%ices Agreement between Owner and Architect 9 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 ADAJAS to design and construct a facilit% for first occupancy later than Januar% 26. 1993 that does not meet the accessibility and usability requirements of the ADA:'TAS except "here an entity can demonstrate that it is structuralh impractical to meet such requirements. The Architect %%ill 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 appl} to the Project, _ARTICLE 1.5 COMPENSATION 1.5.1 Payments for services shall be made monthly, and "here applicable, shall be in proportion to services performed on the basis set forth in this Agreement and in format requested b% the Wner. 1.5.2 Payments are due and pa%able thirty (30) da%s from the date of the Architect's invoice, or not later than the time period required under the Texas Prompt Ila-,ment Act. "hiche%er is later. Non -disputed amounts unpaid sixt% (60) da%s after the invoice date shall bear interest at the rate entered belo". or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. Pay ments hereunder shall be made in accordance %%ith the Prompt Pay menl Act I his kercement entered into as of the da% and } ear first «ritten abo%e, ISignaitures on the follorl ing page.1 M, OWNER CITl" OF ROUND ROCK, TEXAS ARCHITECT R HAD ENTERPRISES, INC., DBA MODE DESIGN COLNIPANV B•: gx; Innager, -ItA61 �1 Date: 2.11-. ozo ATTEST: By: �gf� -4cqk�L7 Sara L. White, Cite Clerk FOR CITY, APPROVED ,►S TO FORM: BF: � Stephan L. M cts, ('its Ilturnn Uate: 3 I -,-1 { Zd`bo Exhibit "A" 1/13/2020 Aneil Naik City of Round Rock RE: Fee Proposal for Prete Plaza Restroom in Round Rock, TX MODE Design Company is pleased to subm,t the following proposal for Architectural Consulting and Engineering Services. The following proposal is based on the understanding that this project w'll be a freestanding restroom building with two (2) single user restroom spaces with applicable chases and storage areas. Design includes both interior and exterior of the restrooms Three (3) initial concept designs to be included for approval by city staff prior to construction documentation. Up to two (2) minor rev'sions are included in scope for changes during design or construction. Scope shall also include signage required for the building as well as any wayfinding signage for the plaza. Basic services include schematic design, code analysis, design documents, construct on documents to be used for permitting, bidding and construct;on. Basic services also include bidding assistance and construction observation services as described herein. The construction documents will include industry standard architectural, mechanical engineering, electrical engineering and plumbing engineering drawings and specifications. Structural engineering to consist of foundation, stab, and reinforcement design based on owner provided geotechnical soils report. MEP Engineering to provide electrical load analysis and one -line diagram, power and lighting schedule, fixture schedule, plumbing water and wastewater design and plumbing fixture schedule Landscape Architecture, Geotechnical, Surveying, Audio Visual, Security and Informatio*+ Technology (IT) design services are not included in this contract. Architectural fees include all necessary coordination between disciplines with the owner's engineers of choice. Below is a summary of the fees for each phase and design discipline: Compensation (Lump -Sum): Schematic Construction Bidding & Construction Design Documents Permitting Observation Totals Architecture $2,000.00 $2,500.00 5500.00 $500.00 $5,500.00 Civil Engineering $1,500.00 Mechanical, Electrical and Plumbing Engineering S2,500.00 Structural Engineering $1,000.00 Total S10,500.00 1r er.a wt11 1 03 (w P„W ODE I N'""V7• 7ri13 an - madrnlc uc I — '.0iml: us • 1 512 733 1153 Exhibit "A" The following are our general compensation provisions_ Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees directly related to the project as identified below; 1. Fees paid for securing approval of authorities' jurisdiction over the project; including but not limited to- TAS registration, review or inspection fees. 2. Reproductions, plots, standard form documents, travel, postage, handling and delivery of Instruments of Service; 3. Expense of overtime work requiring higher than regular rates if authorized in advance by the Owner / Contractor; Reimbursable Expenses are balled at 1.15 times the expense incurred by the Architect, HOURLY RATE SCHEDULE Principal $200.00 Project Manager $150.00 Interior Designer $140.00 Designer $1 10.00 Administrative/Clerical $90.00 Ma E r/rsir�P rr•i�i �rii�� 1 0 3 rpn- mod.1cu:i.ve.w:ro'!u:4tes - 1 512 733 1153 Vk Exhibit 4A" BASIC SERVICES DESCRIPTION Schematic Design The Architect shall review the program with the Owner and evaluate potential space plan configurations. The Architect will perform an initial onalys's of the layout to conform with apphcable codes and regulations. The Schematic Design documents shall consist of drawings and other documents including a two-dimensional floor plan layout of the space, interior elevations of walls and/or millwork, reflected ceiling plan and a finishes norrat<ve. Two (2) revisions of design resulting in an increase in scope Va increase in square footage over 10% or construction cost of 10% are anticipated in this phase. Additional changes beyond inira1 two (2) revisions will be charged at the hourly rate listed above. Design Deve.'opment Based upon the Owner's approval of the Schemak Design Documents, the Architect shall produce Design Development documents that w1l consist of further detailing of the selected design. Design Development Documents shall consist of plans, sect;ons, elevation, typical construction details and layouts of systems such as structural, mechanical and electrical systems. One (1) revision of design resulting in an increase in scope via increase in square footage over 10% or construction cost of 10% are anticipated in this phase. Additional changes beyord initial revision will be charged at the hourly rate listed above. Construction Documents Based upon the Owner's approval of the Design Development Documents, the Architect shall incorporate the design into a working set of construction documents that will be used for the construction of the space and for bidding and permitting. The Construction Documents shall consist of Drawings and/or Specifications setting forth the design intent, quality of materials and systems and other requirements for the project. Zero (0) revisions of design resulting in an increase in scope via increase in square footage over 10% or construction cost of 10% are anticipated in this phase. Additional changes at this phase will be charged of the hourly rate listed above Bidding and Permitting The Architect shall assist the owner in reviewing the list of potential bidders and responding to bidder questions as needed. Owner shall be responsible for securing all permits required for construction and as needed for their business function. Architect shall assist owner in providing information needed by the authority having jurisdiction to obtain a building permit on an as needed basis. Construction Observation The Architect shall advise and consult with the Owner during construction to ensure design intent, quality of materials and system and other requirements for the project are being met by the contractor. The Architect shall visit the site as needed to IN �O (SJ✓�// DE I'( /// X///y 0 '3 ceder pork, e. 72613 ryun n a�cd_.u: I w..w..modcd: u! 1 512 733 1 t5D Exhibit ON' review any condTans the Owner requires assistance on. As needed, the Architect shall review applications for payment provided by the Contractor to review conformance with the Contract Documents and construction progress. As needed, the Architect shall review submittals provided by the Contractor to review for conformance with the design intent and quality of materials and/or systems, As needed, the Architect shall review and respond to requests for information {RFI's) and provide a response within seven (7) work'ng days. At pro;ect close out, the Architect shall review contractor's certification of substantial completion and review contractor's final punch list. Architect shall review contractor's final as -built plans and provide a pdf of updated f nal as-b0t documents. vo%% sir i0i��) I—F y 1 0 3eciarc�cls Inner: pu,t 7 'ion madcd: t.' wKw,11rojed: d: US vs � 1 512 T33 1153 Exhibit "A" If this proposal is acceptable, please sign Part I and return one (f) copy to our office. Signature of Part I also acknowledges and accepts the terms and conditions set forth in Part II of this proposal. These documents will serve as our contract for this project unless superseded by a standard form agreement. We appreciate your consideration and look forward to working with you, Respectfully submitted, MODE Design Company Ryon Hansonuwat NCARB, LEED AP ACKNOWLEDGEMENT: Name & Title Date Q***!1" 5J/7P %( 90.0ftHy ! 03 cedar oork,'. 78613 1Y r�s: L. modvd: u. i rvs- mcleJ: 07 {j'�C•� • 1 512 733 1150 • + 019RATION DATTEESTART D END DATE DESCRP7ION {days] 14120 117120 Review Lrogrorn and Mo 1o"Wrl I IU/20 71d120 Input ec4lsro ini. CAD I 1!l120 119120 Prekrm code onellsa 1 l I4120 MOM AreluleeturOlSchernahe Detgn I CM E.O. 1113/20 1131/20 Str4chlml and MEP EnOi,eern0 19 1113/20 iI17I20 Review O!detpn 4 1120120 1131120 Comhml;On Decurtvnts I I 213120 217120 Rev4ow Ot Censlruclion Documents 4 2110120 V 14120 COrr,ale!an O1 Carelruetien Documents 4 PROPOSED PROJECT SCHEDULE b _k, .r L'a L9 R«rw V W'Im �.a �r•4rwnn r •a�.�,Ima m,r r.u, ■ FINin r0� IM>r,� � vrnan�ar ke.mx r pn.i,Ic nalrt - tr'vl+Y eM 441' Fna een rt ®t eorurra. Wne•.�a1 �` Pnrr el rr,MS,v'wrOxun.rrl l� r: *M.rararr�.n,uvre,w, obevm,.a. 7� ON V. A , � S SUPPLEMENTAL AGREEMENT NO. I 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, I, and it supplements "City of Round Rock Agreement for Architectural Services for Cite of Round Rock Prete Main Street Plaza Restroont Project %%ith RI -lad Enterprises. Inc. (dba MODE Design Company)- for the following Project: Professional architectural services and design services related to the folio«ing: Design and Construction of a stand-alone restroom building in the Prete Main Street Plana located in Round Rock. Texas. 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 (fie Architect of Record, and shall be in charge of coordination ofconsultants. This Supplemental Agreement No. 1 is made and entered into as of the same date of the Agreement that it supplements, that being the � day o1 �$RUQ 2020, and likeMse is by and bemeen the same parties, those being the CITY Or ROUND k00 , a home -rule municipal corporation of Williamson and Travis Counties. Texas (hereinafter referred to as "Cit)-" and/or " O�%ncC) and RHad Enterprises. Inc. (dba MODE Design Company), nitlt offices located at 103 Woods Lane. Cedar Park. Texas 78613 (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 sen-ices 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, confining project program and space requirements. document production, bidding -related services, and construction obser-ation services related to the Project: and WHEREAS, the Cit}'s total liabilit} for payments pursuant to this Agreement shall not exceed Ten Thousand Five Hundred and No/100 Dollars (S10,500.00): and WHEREAS, payment for reimbursable expenses shall not exceed the maximum stun of SS00.00 and is incluclecl in the total compensation for services of $10,500.00: and WHEREAS, as is recited in the Agreement this document supplements. City desires to contract t� ith Architect Cor the delineated professional services. and Cor the administration of the Construction Contract during construction of the Project: and 00438336-ss? WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed to provide such professional services for the compensation delineated previoush and herein; NOW, THEREFORE, Cit,. and Architect, in consideration of the terms, covenants and conditions contained in the Agreement this document supplements and herein, hereby agree as follo%%s: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship %%ith the Cit}. 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 subsequentlN changed b% additional Supplemental Agreement to this Agreement. duh authorized by Cite Council Resolution or City Manager action, Architect's total compensation hereunder shall not exceed Ten Thousand Five Hundred and No/100 Dollars (S10,500.00). hIL'11111ing a not -to - exceed amount of Five Hundred and No1100 Dollars ($500.00) for approved Reimbursable Expenses. These amounts represent the absolute limit of CitN's liability to Architect under this Agreement, unless same shall be changed b) additional Supplemental Agreement hereto. The times and further conditions of payment shall be as described in Article VI hereof. ARTICLE 11 ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the phases described Belo►%. 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 mm be necessan to assist the City in the design and construction of the Project. Architect agrees that upon execution of this Agreement. it Will submit to Cit% 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 Cit) resen-es the right to reject an,, consultant. Architect shall coordinate its services i%ith the Cite, represented b� its Cit\ Manager or his designee, hereinafter referred to as "Director." A Performance Schedule in Microsoft project or an alternative program approved bN the Cit). shall be agreed upon by Architect and the Cit%, and Architect agrees to use its best efforts to complete all services hereunder in accordance «ith such Performance Schedule. All services shall be performed to the highest professional standard. 2.02 Schematic Design Phase, Architect shall provide the fallo«ing Schematic Design Phase Services: as delineated in the Agreement this document supplements. F� 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 appro% ed 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 ma% be necessar% 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 b% means of plans, sections and elevations. typical construction details. and equipment layouts. Said documents shall include outline specifications that identif% major materials and systems and establish in general theirqualit%y levels. 'flte Design Document Pltase shall be completed within the agreed Performance Schedule. 2.04 Construction Documents Phase. Architect shall provide the fallowing Construction Documents Phase Sen-ices: as delineated in the Agreement this document supplements and herein, and as follows: (I) 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 %ta% to allow City, ifit so desires, to advertise for the a►%ard 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 bet"een City and the Contractor shall also be utilized, along w ith 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 re%iew 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 Prototy pe Update and Site Adaptation Phase Doctunents. (3) Architect shall be solely responsible for submitting the Architect's Instruments ofSen ice for approval of the Texas Department of Licensing and Regulation prior to submittal of all Construction Documents to City for approval. Am fees charged by the Department for this approval shall be paid by the City. 2.05 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding!Negotiation Ser% ices: as delineated in the Agreement this document supplements and herein, and as follows: folio« ing City's approval of the Construction Documents. Architect shall assist City in awarding construction contract following legal public bid requirements. Architect shall transmit Construction Documents to the 0%%ner for reproduction and distribution_ 0%%ner 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 Cit% 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 ol'bids received, and advising on award of the contract- (4) Jointly conducting pre -award conferences where necessar%. Architect's assistance to City shall include submitting «ritten re%-ie►%s 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 w ith the CitN. and the Cit% retains all responsibility for the actual selection of the Contractor. 2.06 Construction Observation Phase. Architect shall provide the followving 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 ofthe first Construction Contract and will terminate following the final one-year warrant) 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 folio« ing services: (1) Architect shall provide administration of the Construction Contract as set forth in the Construction Documents, specifically the General and Supplementan General Conditions. Architect's assigned authority thereunder will not be substantial]% 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 proper] prepared request for additional information about the Contract Documents "ill be in a fonn prepared or approved bN 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. (3) II'deemed appropriate b} Architect. Architect will on Owner's behalf prepare. reproduce and distribute supplemental Dra%%irn(Ts and Specifications in response to requests for information b% the Contractor. (4) Interpretations and decisions of Architect will be consistent «ith the intent of and reasonabh inferable from the Contract Documents and will be in writing or in tite form \v� of drawings. \Vhen 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_ (�) Architect shall render initial decisions on claims, disputes or other matters in question between Owner and the Contractor as provided in the Contract Documents. Iloweever. Architect's decisions on matters relating to aesthetic effect will be final only if consistent w ith the intent expressed in the Contract Documents, (6) Architect shall report to Owner all known substantial dexiations from the Contract Documents and most recent construction schedule submitted by the Contractor. However. Architect will not be responsible f'or 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 hake control o\er or charge of and will not be responsible far 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 gill at all times hake access to the Mork 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 Cite, shall advise and consult w ith 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 w ill have authority to act on behalf of Owner onh to the extent provided in this Agreement unless othencise 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 representati\ a to check conformance of the work with the requirements of the Contract Documents and to verif's 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 Cit\ . Architect shall employ reasonable measures to safeguard Cite against 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 «ork. I lowever. Architect will immediately inform Director whenever defects and deficiencies in the work are obsen-ed, or when any observed actions or omissions are undertaken b\ the Contractor w hich are not in the best interests of City and the Project. { I I) Based on such observations at the site and on the Contractor's Application and Certificate for Payment. Architect shall determine. monthly, the amount o►%ing 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 Cit%. 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 kno%%Iedge, information and belief. the quality of the %%ork is in accordance with the Contract Documents (subject to an e,.aluation of the work as a functioning whole upon substantial completion, to the results of an) subsequent tests required by the Contract Documents, to minor deviations from the Contract Documents correctable prior to Project completion. and to ant 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. Whene, er Architect considers it necessan or advisable. Architect will have authorit% to require inspection or testing of the work in accordance ttith the provisions of the Contract Documents, whether or not such work is fabricated. installed or completed. lo"ever, neither this authority of Architect nor a decision made in good faith either to exercise or not exercise such authority shall gi, c rise to a duty or responsibility of Architect to the Contractor. Subcontractors, material and equipment suppliers, their agents or emplo%ees 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 reasonabl% be required. In the e%ent of litigation, where Architect is named as an additional park with the City. such assistance «ill include the availability of kn0%N ledgeable tt itnesses in the employ of Architect for expert testimom . (1 4) Architect shall use its best efforts to promptly revie" 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 Citv'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. (1 i) Architect shall prepare Change Orders an&or Construction Change Directix es to the construction contract. in six (6) copies, alter 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 allot ing for future additional money or time as a result of the particular changes identified and fiilh compensated in the Change Order. Architect's compensation for preparation of Change Orders, if any, shall be determined by Section 2.09(l) blow. (16) Architect shall conduct inspections to detennine the dates of'substantial completion and final completion. shall receive %%ritten guarantees and related documents assembled bN 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 R addition, Architect shall make inspection ofthe Project at least thirty (30) days before the expiration of the one (I) tear W arrant% 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. (1 S) 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, W ith copies submitted to City's Director. (19) Architect shall assemble and deli%er to City a set of reproducible Record Construction Drawings shoving 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 draw ings and other data furnished by the Contractor to Architect. Architect shall provide Record Construction Specifications Which Will identif, 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 fon%ard 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) afiida%its. receipts, releases and WaiNers of liens or bonds indemnifying Owner against liens. 2.07 Warranq, Phase. Architect shall assist Owner in scheduling corrections to be made b% the Contractor during the Warranty period. During llte eleventh month folloning completion of' the prime general contract. Architect W ill 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 satisfi that prime contractor's «arrant% obligations to City. For any non -Warranty involvement of Architect. payments shall be made based upon the I-lourl Rate Schedule contained in this Agreement. 2.08 Project Representation Beyond Basic Sen-ices. In the e%ent that circumstances should de%elop Whereby continuous, fill -time representation at the Project site is required, the conditions under Which such representation shall be lurnished 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 Cite, after a not -to -exceed amount has been mutually agreed upon in Writing by Director and Architect. Architect shall not proceed until the appropriate Resolution or directive for such Additional Sen ices has been delivered from the City Council or City Manager. The following services are not cotered under Article If. Which defines and outlines Architect's Basic Sen-ices. 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 ofauthorization. ([) Preparing Change Orders and supporting data and -or revising previously approved plans When the changes in approved Plans and Specifications are required by the Cit%-. If changes are required to be made because of error, oversight. clarification. discrepancy. or budget overruns in the wort: of Architect. Cite 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 sen ices as may be required in connection nith 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 Cite, including extraordinary professional services which might result if the Cite decides to "fast -track" the Project. (4) Prov iding 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 mo (2) reviews of each shop drawing. product data item. sample or similar submittal from the Contractor. (6) Providing more than menty-four (24) site visitslconstruction 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 prop ide 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 prompth to avoid unreasonable delay in the orderly progress of Architect's work. 3.03 Tests and inspections. City shall furnish. or pa% for structural. mechanical. chemical, soil mechanics. and other laboratory tests, reports and inspections as required by late or the Contract Documents. 3.O4 Permits. City will furnish the building permit without charge. L-:lectrical. plumbing and other trade permits w ill be the responsibility of the construction contractor. Any charges which mat be assessed for tap fees will be paid by City and are not to be included by Architect in the Specifications for the Project. Os 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 %%ith 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 a►%arding 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 litlly ascertained as of the date of making of these Contract Documents. Architect. in consultation %%ith City. shall determine ►►hat 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 %%ithin the limits ►►hen 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 lo►%est responsible bid is ►►ithin 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 Ser►ices in accordance ►%ith this Agreement. 4.02 Procedures if Bid(s) Exceed Budgeted Construction Costs. It' the lo►►est responsible bid exceeds its portion of the Iixed limit of total Budgeted Construction Cost for the Project. City at its option may either (1) give Witten approval ol' an increase in such fixed limit. %%ith no obligation to increase Architect's fee, or (2) authorize rebidding %%ithin a reasonable time. or (3) cooperate in re%ising the Project scope and quality as required to reduce the Probable Construction Cost. In the case of (3). if the lo%%est responsible bid exceeds the Budgeted Construction Cost by more than ten (10%). Architect, ►►ithout additional charge, shall immediately modify the Drawings and Specifications as necessary to bring the Project cost %%ithin the budgeted fixed limit, or ►yithin an,. higher fixed limit subsequently authorized by City. Providing this ser► ice shall be the limit of Architect's responsibility in this regard, and hawing done so. Architect shall be entitled to his fees in accordance %%ith this Agreement. If the lowest responsible bid is %%ithin ten percent (10%) of the Budgeted Construction Cost. the Architect shall. upon the City's request and as an Additional Service, make revisions to Dra►►ings and Specifications to reduce the Probable Construction Cost. Ilo►%e%er. «hen 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 sm-ices fee delineated in the Agreement this document supplements and herein, and include the actual expenditures and actual costs set forth in the Agreement this document supplements. V1:4 ARTICLE VI PAYMENTS TO THE ARCHITECT 6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthh 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 pay ments based upon the contractuall%--stipulated Construction Period. 6.02 Reimbursable Expenses. Payments for authorized Reimbursable I xpenses for Architect, as hereinbefore referred to and in an amount not to exceed S500.00, shall be made folloxting presentation. re%-ie%% and approval of Architect's detailed inoice in triplicate. 6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalt%. liquidated damages or other sums «ithheld 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 %kork designed or specified by Architect during an% phase or subphase is abandoned or suspended. in ►%hole or in part. Architect is to be paid for the services performed on account of it prior to receipt of %% ritten notice from City through its Director of such abandonment or suspension. 6.06 Invoices. Architect's inoices to Cite 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 sen ices and costs in connection therewith set out hereinabove. All Reimbursable Expenses shall be clearly sho«n. Should additional backup material be requested by Director. Architect shall comply promptly N%ith 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 am 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. Follo"ing appro%al of in -voices. City "ill endeavor to pay Architect promptly. but not later than the time period required tinder the Texas Prompt Payment Act; however. under no circumstances shall Architect be entitled to receive interest on pay ments which are late because of a good faith dispute bettteen Architect and City or because of amounts tthich City has a right to ►%ithhold under this Agreement or state la%%. 6.08 Offsets. City may, at its option. offset an amounts due and payable tinder this Agreement against an,, debt (including taxes) lawfully due to City from Architect. regardless of "hether the amount due arises pursuant to the terms of this Agreement or other%ise and regardless of %%hether or not the debt due to Cite has been reduced to judgment by a court. 10 ARTICLE VII ARCHITECT'S ACCOUNTING RECORDS 7.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining to the Project, and records of accounts beween 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 VI11 TERMINATION AND DEFAULT 8.01 Termination. In connection %%ith the "ork outlined in this Agreement. it is agreed and fully understood by Architect that Director may cancel or indefinitely suspend further %%ork hereunder or terminate this Agreement either for cause or for the convenience of city, upon fifteen (15) days' %%ritten notice to Architect, with the understanding that immediate]) upon receipt ofsaid notice all cork and labor being perfonned tinder this Agreement shall cease. Architect shall invoice Cit% f'or all %%ork satisfactorily completed and shall be compensated in accordance %%ith the tenns of this Agreement For all Mork accomplished prior to the receipt ofsaid notice. No amount shall be due for lost or anticipated profits, All plans. field surveys. maps, cross sections and other data. designs and %%ork 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 %%ith a ne%% 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 Cite to pay for any work ►%hich is unsatisfactory as detennined by Director or «hick is not submitted in compliance ►Kith the terms of this Agreement. City shall not be required to make any payments to Architect %%hen Architect is in default under this Agreement, nor steal[ this Article constitute a waiver of art} right, at la%% and at equity. %%hich City ma) 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. CitN. of Round Rock - General Conditions. Supplernentar% Conditions. and Special Conditions. are to be used b% Architect %0hout modification: ho%%e%er. Cit%' may, upon prior consultation, approve of any changes that may be necessan for specific cases or instances. Any special conditions pertaining to the Project that are approNed by Cite gill be included under the Special Conditions portion of the Construction Documents. 9.02 Contract Administration. This Agreement shall be administered on behalf ol' City bN its Cit% Manager, and Architect shall fully compl% with am and all instructions from m Director. Adispute arising hereunder shall be submitted to Director. whose decision in the matter shall be final and binding. 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, \ orking 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 reco%cry 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 tile State of Texas, without, ho►Never, waiving any governmental immunity available to City under Texas lay% and without waiving any defenses ofthe parties under Texas lay,.. 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 othern ise, to any other person or entity. 10.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely indemnity 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 lime 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 inforned of settlement negotiations, and sliall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's indemnification under this section is conditioned on Cite's agreement that if' am 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 tile,. 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, %%ill 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 12 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 b% Cit►, or by am engineering consultant subsequently emplo} ed by City. (d) The foregoing states the entire obligation of Architect ►►ith respect to infringement of patents and cop} rights. 10.04 Insurance. Architect. at Architect's sole cost, shall purchase and maintain during the term of this Agreement the minimum professional liabilit►, insurance coverage in the amount of One Million Dollars ($1.000.000,00) from a compam authorized to do insurance business in Texas and othen►ise acceptable to Citk. 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 sliall require each subconsultant performing work tinder this Agreement to maintain during the term of the Contract. at the subconsultant's o►►n expense, the same stipulated minimum insurance required in Section 10.0.4 abo►e, including the required provisions and additional police conditions as shown belo►► in Section 10.06. unless specificalix ►vaived by the Cit} 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 certilcates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. Cite shall be entitled. upon request and ►►ithout expense. to receive copies of these certificates of insurance. 10.06 Insurance Policy Endorsements. Each insurance polio} under paragraph 10.0.4 shall include the follo►►ing conditions by endorsement to the policy: { I) Each policy shall require that thiit} (30) daN s prior to the expiration. cancellation, or non - renewal. a notice thereof shall be given to Cit► by certified mail to: City Manager. Cit} of Round Rock 221 East Main Street Round Rock. Texas 7866.4 Architect shall also notifj City, ►►ithin 24 hours of receipt. of any notices of expiration. cancellation. or non-rene►►al it receives from its insurer. (2) Companies issuing the insurance policies shall lia►e no recourse against City for paytttcnt of an% premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. (3) The Term "Citt" or "Cit% of Round Rock" shall include all authorities. Boards. Commissions. Departments. and officers of Cit► and the individual members, employees and agents thereof in their ol'ficial capacities, andfor while acting on behalf of the City of Round Rock. 13 (4) The policy clause "Other Insurance" shall not apph, to any insurance coverage current]% held by Cit, 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 b►- Architect shall be borne solely by Architect. ►►ith certificates of insurance evidencing such minimum coverage in force to be tiled a ith the City. ARTICLE XI COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 11.01 Compliance with Laws. Architect. its consultants, agents. emp[oyees and subcontractors shall comply with all applicable Federal and State La►%s, the Charter and Ordinances of the Cit► of Round Rock. as amended. and ►►ith 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 la►► arising by Virtue of the services perfonned 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 %%ith the applicable provisions hereof. or extended by mutual agreement appro►ed by City's Director, the terns of this Agreement shall be from the date hereof until final completion of the Project and all architeeturaVengineering and construction administration services in connection therewith. including the final one (I) year ►►arrant} inspection. and resolution ofany 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 Hill be commenced as scheduled. In this regard. Architect shall proceed «ith sufficient qualified personnel and consultants necessary to full- and timely accomplish all services required under this Agreement in the highest professional manner. ARTICLE. XIII FINANCIAL INTEREST PROHIBITED CONFIDENTIALITY 13.01 Financial Interest Prohibited. Architect co►enants and represents that Architect. its officers. employees, agents, consultants and subcontractors ►►ill ha►e no financial interest, direct or indirect. in the purchase or safe of any product, materials or equipment that ►►ill 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 sliall not be disclosed to any third parties without the prior %%ritten consent and appro► al of Cit%'s Director. 14 ARTICLE XIV GENERAL PROVISIONS 14.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that anv 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 etlorts in accordance %%ith the terms of this Contract. Where damage is caused to City due to Architect's failure to perform in these circumstances. Cit% may i%ithhold, to the extent of such damage. Architect's payments hereunder «ithout kkaiyer of am of City's additional legal rights or remedies. 14.02 Force Mujeure. Neither Cit% nor Architect shall be deemed in violation ofthis Agreement if it is prevented from perfonning any of its obligations hereunder by reasons for «hick it is not responsible or circumstances be% -and its control. HoNwver. notice of such impediment or deiaN in performance must be time]}- given. and all reasonable efforts undertaken to mitigate its effects. 1.1.03 Assignment. The parties each hereby bind themselves. their successors, assigns and legal representati%es to each other with respect to the terns ofthis Agreement. Architect shall not assign, sublet or transfer ani interest in this Agreement without prior %%ritten authorization of City's Director. 14.04 Amendments. This Agreement. representing the entire agreement bet►%cen the parties. maN onh be amended or supplemented b% mutual agreement of the parties hereto in n riting. 14.05 Enforcement and Venue. I -his Agreement shall be enforceable in Round Rock. Williamson County, Texas. and if legal action is necessan bN either party «ith respect to the enforcement of any or all of the terms or conditions herein, exclusive %enue for same shall lie in Williamson County. 'texas. This Contract shall be governed by and construed in accordance %kith the la« s and court decisions of the State of Texas. 14.06 Notices. All notices and correspondence to Cih bN Architect shall be mailed or delivered as fol I ox% s: Cite Manager. City of Round Rock Stephan L. Sheets. Cite Attorne\ 221 East Main Street and to: 309 East Main Street Round Rock. Texas 78664 Round Rock. Texas 78664 All notices and correspondence from Cit% to Architect shall be mailed or delivered to the Architect as follons: R1lad Enterprises, Inc. dba MODE Design Contpan% 103 Woods Lane Cedar Park. Texas 78613 l� IN WITNESS WHEREOF. the City of Round Rock has caused this Agreement to be signed in its corporate name by its Cit? Manager, dul) authorized to execute the same in its behalf approved and execrEted by the City Manager on L , 2020. and Rl-lad Enterprises. Inc.. dba MODE Design Compam signing by and through i s duI% authorized representative, thereby binding the parties hereto, their successors. assigns and representatives for the faithful and ftill performance of the terms and provisions of this Contract. CITY OF ROUND ROCK, TEXAS R HAD ENTERPRISES, INC. DBA MODE DESIGN COMPANY By B . Cite Manager Date: ?, . ) + ATTEST: BN _ Sara L. White. Citv Clerk FOR CITY, APP OVEU A5 TO FORM: [i� : A2 -- Stephan L. heets. Cite Attorney 16 Date: 1 12l 7,07.6 JTEX10�— City of Round Rock Z Roar Agenda Item Summary TEXAS Agenda Number: Title: Consider executing an Agreement for Architectural Services and accompanying Supplemental Agreement No. 1 with RHad Enterprises, Inc. (dba MODE Design Company) for the Prete Main Street Plaza Restroom Project. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 2/14/2020 Dept Director: Chad McDowell, General Services Director Cost: $10,500.00 Indexes: General Self -Financed Construction Attachments: RHad Enterprise - Supplemental, RHad Enterprise Agreement Department: General Services Department Text of Legislative File CM-2020-048 RHad Enterprises, Inc. will provide a freestanding restroom building with two (2) single user restroom spaces for the Prete Main Street PI_aza Restroom Project. Cost. $10,500.00 Source of Funds: General Self -Financed Construction City of Round Rock Page 1 Printed on 21312020