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R-2022-089 - 3/24/2022 RESOLUTION NO. R-2022-089 WHEREAS, the City of Round Rock desires to retain professional consulting services related to the Stagecoach Inn -- Phase 4 Project, specifically, preparation of construction documents and construction oversite of interior renovations; and WHEREAS, Architexas has submitted an Agreement for Professional Consulting Services to provide said services; and WHEREAS, the City Council desires to enter into said agreement with Architexas, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Professional Consulting Services Related to the Stagecoach Inn -- Phase 4 Project with Architexas, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 24th day of March, 2022, ............... C A MO AN P4j/ "'1 1, Mayor City of Round Rock, Texas ATTEST: MEAGAN ,. NKS, ity Clerk 0112.20x22.48910W$7�0 EXHIBIT CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES RELATED TO THE STAGECOACH INN—PHASE 4 PROJECT WITH ARC THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF S TRAVISCOUNTY OF THIS AGREEMENT for professional consulting services related to the Stagecoach Phase 4 Project (the "Agreement") is made by and betweene CITY OF ROUND ROCK, a Texas home-rule municipal corporation with sees located at 221 East Main Street, Round Rock, Texas 664-5299, (the "City") and ARCHITEXAS, located at 2900 South Congress Avenue, Suite 200,Texas 78704(the"Consultant"). City has determined that there is a need for consulting services fort e Stagecoach m Phase 4 Project, specifically re a ation of construction doccs a is an construction oversie of interior renovations;a City desires to contract for such ro essio l services;and the parties desire to enter into this Agreement to set forth in writing their respective rights,duties and obligations e u er-, NOW,THEREFORE,WITNESSETH: That fora in consideration of the mutual promises contained erei and other good an valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed tween the parties as follows: 1.0 EFFECTIVE DATE,DURATION, AND TERM This Agreement shall be effective on the date this Agreement has been signed y each arty hcreto, and shall remain in full force and effect unless and until it expires by operation o the term indicated herein,or is terminated or extended as provided herein. The term oft is Agreement shall be until successful completion of the work specified herein is achieved,estimated to be August 30,2023. City reserves the right to review the Agreement at any time and may elect to terminate the Agreement it or without cause or may elect to continue. 4890-988 t..tb6W'W 2.0 SCOPE OF SERVICES Consultant shall perform its services in accordance with the attached document (hereinafter referred to as"Scope of Work" and attached as Exhibit"A"and incorporated herein for all purposes). Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work in the schedule set forth in the Scope of Work. Consultant's undertakings shall be limited to performing services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in a professional and workmanlike manner. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A," however,either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details and must be embodied in a valid Supplemental Agreement as described in Section 7.0 hereof. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference to the terms and/or conditions set forth in pages one (1) through thirteen (13) of this Agreement. 3.0 PAYMENT FOR SERVICES In consideration for the consulting services to be performed by Consultant,City agrees to pay Consultant in accordance with the hourly fees set forth in Exhibit "A," in a cumulative amount not-to-exceed Sixty Thousand and No/100 Dollars($60,000.00) for services rendered as described in the attached Exhibit "A." This amount represents the absolute limit of City's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and City shall pay,strictly within the not-to-exceed sum recited herein. 4.0 INVOICE REQUIREMENTS;TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the 2 requirements oft is Agreement. Following approval of ani voice,the City shall endeavor to pay Consultant pros tly, but no tater than the ti a peri.d required er the Texas Prompt Payment Act described in Section 6.0 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts is the City has a right to withhold under this Agreement or state law® The City shall be responsible for any sates, gross receipts or similar taxes applicable toot the services, but not for taxes based upon Consultant's net income. 5.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T. Texas Government Code,any payment to be made by the City to Consultant will be made within thirty ( )days of the date the City receives Dods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice forte goods or services, whichever is stere Consultant may charge interest on an overdue payment at the`rate in a ect"on September I of the fiscal year in which the payment becomes overdue, in accordance with V, , ,A., Texas Government Code, Section 2251 e 25(b), This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fie dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late;or ( ®here is a bona tie dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered ort e 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 akin timely payment with federal funds;o ( ) The invoice is not mailed to the City in strict accordance with any instruction cant e purchase order relating tote payment. 6.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment oft e City's current revenues only, It is understood and agreed that the City shall have the right to terminate this Agreement at the end ofany City Fiscal year if the governing bodyof the City does not appropriate funds sufficient to purchase the services as determined by the City's budget forte fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then- current en®current fiscal year. I 7.0 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto,duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perforce any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement,and the City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 8.0 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30)days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. 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 (l0) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the City shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the City,the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the City of the work performed at the 4 time of default, Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder, The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination, Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory,or which is not performed in compliance with the terms of this Agreement, 9.0 NON-SOLICITATION All parties agree that they shall not directly or indirectly solicit for employment, employ, or otherwise retain staff of the other during the term of this Agreement, 10.0 INSURANCE REQUIREMENTS Consultant shall meet all City of Round Rock insurance requirements as required by the City as set forth at: bt :./,,Iw.w.w.round!pckte?�a�.,r,ov/wp-content,�uploads,'2014�'I 21corr 111J nsurance 07.20112.pdf 11.0 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor and is not the City's employee. Consultant's employees or subcontractors are not the City's employees, This Agreement does not create a partnership, employer-employee, Gtr joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner,and method by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. 5 (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 12.0 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs,data,or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City's confidential information and Consultant's confidential information is collectively referred to as"Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or(4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. 6 Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement; and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement. 13® WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards and shall be performed in a professional and workmanlike manner, Consultant shall re-perform any work no in compliance with this representation. 14.0 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a)Consultant shall either promptly re-perform such services to the City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein,then this Agreement may be terminated for default. In no event will Consultant be liable for any loss,damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. In no event shall Consultant be liable to the City, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total professional fees paid by the City to Consultant under this Agreement, except to the extent deten-nined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. 15.0 INDEMNIFICATION Consultant and the City, to the extent allowable by law,each agree to indemnify, defend and hold harmless the other from and against amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible property to the extent arising out of the indemnitor's negligence in the performance of this Agreement. Consultant agrees to indemnify, defend and hold harmless the City from and against any and all amounts payable under any judgment, verdict, court order or settlement for Third Party claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to have occurred and arising from the deliverables provided by Consultant to the City in connection with the performance of this Agreement. Should the City's use of such deliverables be determined to have infringed, Consultant may, at its option: (i) procure for the City the right to continue using such deliverables provided or(ii) replace or modify them to make their use non- infringing while yielding substantially equivalent results. If neither of the above options is or would be available on a basis that is commercially reasonable, then Consultant may terminate this Agreement, the City shall return such deliverables provided, and Consultant will refund to the City the fees paid for the deliverables provided. This infringement indemnity does not cover claims arising from the combination of such deliverables with products or services not provided by Consultant; the modification of such deliverables by any person other than Consultant; deliverables complying with or based upon (1)designs provided by or at the direction of the City or (2) specifications or other information provided by or at the direction of the City; or use of systems, materials or work performed in a manner not permitted hereunder or by another obligation of the City to Consultant. The indemnities in this section are contingent upon: (1) the indemnified party promptly notifying the indemnifying party in writing of any claim which gives rise to a claim for indemnification hereunder;(2)the indemnifying party being allowed to participate in the defense and settlement of such claim; and (3) the indemnified party cooperating with all reasonable requests of the indemnifying party(at the indemnifying party's expense) in defending or settling a claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel 16.0 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 17.0 LOCAL,STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and PICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: 8 (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf-, (2) Make state and or federal unemployment compensation contributions on Consultant's behalf, or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 18.0 COMPLIANCE WITH LAWS,CHAwrER AND ORDINANCES A. Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights, if required in the performance of the services contracted for herein,and same shall Wong solely to the City at the expiration of the to of this Agreement. B. In accordance with Chapter 2271,Texas Government Code,a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during the to of the contract. The signatory executing this Agreement on behalf of Consultant verifies Consultant docs not boycott Israel and will not boycott Israel during the term of this Agreement. 19.0 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product,materials or equipment that wil I be recommended or required hereunder. 20.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Katie Baker Manager Parks Development 301 West Bagdad Avenue, Suite 250 Round Rock,TX 78664 Telephone: (512)341-3355 E-mail address: kbakeruround�rocktex�asov 9 21.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein;or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Architexas 2900 South Congress Avenue, Suite 200 Austin,TX 78704 Notice to City: City Manager,City of Round Rock 221 East Main Street Round Rock,TX 78664 AND TO: Stephan L. Sheets,City Attorney 309 East Main Street Round Rock,TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 22.0 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 23.0 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or 10 representative for each party, 24.0 DISPUTE RESOLUTION The City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute, 25.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void, The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as passible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from beim void should a provision which is of the essence of this Agreement be detennined void, 26.0 STANDARD Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be perfunned, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices, 27.0 GRATUITIES A I S City, may by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representative to any City Officer, employee, or elected representative with respect to the performance of this Agreement. 28.0 RIGHTTO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, thea demand may be made to the other party for written assurance of the intent to perform. to the event that no written assurance is given within the reasonable time specified when demand is made,then and in that evert the demanding party may treat such failure an anticipatory repudiation of this Agreement. 11 29.0 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project schedule may constitute a material breach of this Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. [Signatures arc on the following page.] 12 qN WlllqESS WHEREOF, the parties have executed this Agreemera on the dates hereafter indicated. City of Round Rock,Texas A rchit s y: .........._ ......., .................... A ._._._.... m pnmt9 Name. If'n Printed 9r.,.. �tll Title:------------------------------------------------------------ IDate Signe& Date Signed-, FarrrIty,Attest: By: Meagan Spanks, City Cb r0� For City,Approved as to Form,.- By: o rmmm;icy: Stephan L. Sheets, City Attorney 1 Architexas LmRrA'i`III'iii Ilii C01111' ISICIAl 'II'iil EXHIBIT A CITY OF ROUND ROCK �T40ECOACH INN —PHASE FOUR The City of Ro(0%F4kJCdI$R)commissioned a Round Rock Stagecoach Inn Relocation Feasibility Study that was completed by ARCHITEXAS in December of 2016. Relocation of the historic portion of the Stagecoach Inn to the"Park"site was proposed to be accomplished in four phases. The first three phases of that Feasibility Study have been completed, The final Phase 4 is the basis for this proposal and scope. The estimated construction cost of Phase 4 for the Stagecoach Inn is$400,000, Assumptions: 1. CoRR will make available any relevant reports, tests, surveys or documents related to the"Park" site and the Architect will be able to rely upon the accuracy of the material. 2. CoRR will provide any required Environmental Assessment or Cultural Resource Investigation of the'Park"site.CoRR does not anticipate there will be a required Assessment or Investigation. 3 Due to the limited time frame and scope of this project: The Architect will submit only 50%and 950/6 review sets of Construction Documents for CoRR review 4. All utilities required for the project are available at the"Park"site and no design will be provided for any and all 0 ite utility infrastructure, roads, streets, drives„ drainage and amenities These are specifically excluded from this proposal. 5Bidding Phase services will be limited to preparing bid documents, leading a Pre-bid meeting, responding to RF Is and preparing Addendums as needed. 6 The General Contractor selected to construct the improvements will be responsible for obtaining a Building Permit. 7. The`Park"site is considered to be the footprint of the relocated historic Stagecoach Inn and 20'-0" out in all directions. No Civil,Landscape or Plumbing services are to be provided. Electrical service from site to building will be provided by the City ADAIRAS review to be provided as a reimbursable expense. SCOPE OF SERVICES ARCHITEXAS proposes the following Scope of Services: 1. PRE-DESIGNS RVICES—Two(2)weeks 1.1 Kickoff and Orientation Meeting The Consultant will conduct an orientation/kick-off meeting for all of the key stakeholders to explain the process and how each entity can participate most effectively. The objects of this meeting are to: • Identify Key decision makers and lines of Authority • Confirm the calendar for the project identifying milestones and key dates • Confirm the Project Schedule • Confirm the Project Budget Win 1 Austin 1907 Mario.St 29W 5 Congress Ave wwwarchiall cam 5ftoad Filim Suite 200 Dallas,Texas 75202 Austin.Texas 70704 P 214.740 4561 p 512 444 4220 Plirchitexas 12 Tour Site and Obtain Reports,Documents and Data Pertaining to Round Rock Stagecoach Inn(RRSI) The Consultant will obtain the following Documents,Reports and Data related to the RRSI project 0 Full Survey of the project site 1 3 Schematic I Design Development Combined(50%Submittal)8 Weeks A Schematic Design Drawings The Consultant will prepare drawings to illustrate the design concepts for the following se4pa! • Now cedar pole rafters • Plywood deck(may be laid over lathing) • Ice and water shield • Review insulation options • Cedar breather undedayment • New cave trim • Chimney flashing • Interior repointing as required • New gutters and downspouts • Existing columns and beam supports encased in wood furring • Period appropriate windows and doors • HVAC system • Electrical and lighting(interior&exterior) Period appropriate flooring and framing TR ADS Review as a reimbursable expense Exclude Civil. Landscape or Plumbing design B Estimate of Probable Cost The Consultant will prepare an estimate of probable cost based on the Schematic/ Design Development drawings. The estimate will be delivered to the CoRR Project Manager two(2)weeks after the completion of the 50%Schematic/Design Development submittal. 1.4 Contract Documents(95%Submittal)6 Weeks) A. Based upon approved 50% drawings of SchematidDesign Development and incorporating any changes from CoRR Project Manager, the Consultant will prepare complete Contract Documents. The intent of the Contract Documents is to include necessary items for a DesigrVBid/Build project delivery method. B. Estimate of Probable Cost The Consultant will prepare a cost estimate based on the completed 95% Construction Documents. The estimate will be delivered to the CoRR Project Page!2 of 7 Architexas (.!1ASIL AT1E C01114SERVE Manager two(2)weeks after completion oft 95%Construction Document submittal, Dehverable,S7 0 95% Contract Construction Documents 0 95% Technical Specifications 0 Division I Technical Specifications (prepared by Consultant and CoRR Project Manager) • Division 2- 16 Technical Specifications • Estimate of Probable Construction Cost 1.5 Invitation for Bid Documents(100%Submittal)2 Weeks A. Based upon 95% Construction Documents which have been reviewed and accepted by the CoRR and the incorporation of any changes or adjustments directed by the CoRR Project Manager, the Consultant will prepare Invitation for Bid (IFB) Documents in compliance with CoRR standards and subject to CoRR approval. The intent of the IFB Documents is to include all items and final changes necessary for the proper execution and completion of the construction work based on a Design/Bid/Build project delivery method. 1.6 Bid Document Distribution A. The Consultant will be responsible for publishing the Bid Documents for bidders and proposers and CoRR designated plan moms in accordance with instructions and approval from the CoRR Project Manager. Any cost for printing documents will be the responsibility of the bidders and proposers. 2. BID AND PROPOSAL EVALUATION-Five(5)M2U 2.1 Interpretation of Bid Documents A. During the bid period,bidders may request,in writing,clarification or interpretation of any apparent inconsistencies between different provisions of the contract documents or any other point in the bid documents. The Consultant will issue all interpretations as addenda in a timely manner in consultation with CoRR and will distribute such addenda to prospective bidders or proposers, plan holders and code agencies in accordance with instructions and approval from the CoRR Project Manager. 2.2 Pre-Bid/Proposal Meeting and Site Visits A. The Consultant will be represented at pre-bid,pre-proposal meetings and site visits to respond to inquiries and requests for interpretations by prospective bidders and proposers unless directed otherwise by CoRR. The Consultant will also prepare written responses to questions and will forward these responses to CoRR for review and acceptance.Answers to questions that do not change the Contractor's scope of work will not be issued as addenda. Page 3 of 7 Architexas 2.3 Bid Opening A If requested by oRR, the Consultant will be present at Bid opening, otherwise, the CoRR will transmit to Consultant one digital copy of each proposal for Consultant review of Bids and recommendation of the Apparent Low Bidder. The Consultant will not duplicate in any form the Bid documents,and will return the Bid documents to CoRR on completion of the Consultant review. 2.4 Bid and Proposal Evaluation A. The Consultant will assist Co RR in reviewing, checking, and evaluating bids and proposals, preparing bid tabulations and making written recommendations to the CoRR Project Manager for the award of contract during the five(5)calendar days following a bid or proposal opening 2.5 Conformed Documents(incorporation of Addenda) A. As directed and approved by the CoRR Project Manager, the Consultant will incorporate all Addenda in the Contract Documents, Only changes made in formally issued addenda may be incorporated into the documents. 2.6 Pre-Construction Meeting A. Consultant will attend a Pre-Construction Meeting before mobilization at the site. 3. CONSTRUCTION SUPPORT SERVICES— M ILELOWAU The Consultant will provide Construction Support Services in support of CoRR Project Manager. The Construction Phase begins with the Issue of Notice to Proceed(NTP)to the Contractor. The Consultant will provide the following services during Construction Administration: • Attend construction meetings every month or as needed • Chair the Construction Progress Meetings, prepare and distribute meeting agenda, minutes and updates to schedule and budget • Visit project site at appropriate intervals-,complete observation reports • Review and process submfttals„ adhere to standard procedures established by the CoRR Project Manager regarding stamping and filing submittals. • Interpret contract documents • Review and evaluate contract documents • A&E will prepare and submit to GC a calendar, outlining milestone dates for Key Submlttals; GC will comment on schedule and A&E shall revise and A&E, oRR, and GC shall formally accept calendar during negotiation with GC • A&E will receive, review and respond to all GC RFIs and Submittals and will report the status toCoRR • A&E will prepare and negotiate Change Requests I Change Orders for authorization by CoRR Project Manager • Assist CoRR Project Manager in final acceptance review 3.1 Construction Meetings Nm. 4 oU7 A. The Consultant will attend and conduct the pre-construction conference for general review with the Contractor of all the Contract requirements, The meeting Agenda and Schedule will be set by the A&E with input from the CoRR Project Manager. 3.2 Bi-Weekly Meetings A. The Consultant will attend monthly construction meetings and such other construction meetings,which the CoRR Project Manager notifies the Consultant is needed to maintain construction schedules and quality, 3.3 Review of Submittals A. Based on the list of required submittals and approved submittal schedule as required by the Contract Documents, the Consultant will review and accept Contractor submittals for conformance with the design concept of the project and the Contract Documents Returned submittals will include the Consultant's comments and any corrections or revisions, which are required to obtain its acceptance. Submittals shall be processed within fourteen(14)days or as quickly as feasible 3.4 Requests for Information(RFI) A. The Contractor will submit any Requests for Information (RFI) or clarification of drawings and specifications to the A&E for review, response and approval. The Consultant will communicate status to CoRR. RFIs shall be responded to within three(3)days of receipt or as quickly as feasible. 3,5 Changes in the Work A. The Consultant, when requested by the CoRR Project Manager, will assist the CoRR Project Manager in a timely manner to review, evaluate, prepare and process all Construction contract changes (Change Notices, Change Directives and Change Orders). When directed by the CoRR Project Manager, the Consultant will prepare a Change Request including but not limited to the following: • Evaluation of Schedule impact stated in days of duration and specifying Contractor activities impacted • Document Preparation. The Consultant will prepare specifications and construction drawings to depict the change proposed. Prepare appropriate revisions to the contract drawings and specifications for the project required by the change and provide the number of copies of these documents as required in the Consultant's"Issue for Construction"submittal requirements 3.6 Contractor Substitutions A. The Consultant will in a timely manner review, evaluate and make recommendations on all contractor requests for the use of "or equals" and substitutions. If the Consultant does not recommend acceptance of a substitution or an"or equal",it will provide specific and detailed reasons for its denial in writing. 3.7 Construction Observation Page 6 of 7 Aichitexas A Site Visits The Consultant will conduct the site visits with the CoRR Project Manager or its designated representative and. prior to leaving the site, will verbally discuss with the CoRR Project Manager or his authorized representative any observed defects, deficiencies and other problems and possible solutions to those problems. Consultant will not be required to make exhaustive or continuous site visits to check quality or progress of the work and will follow-up with a written report. During the visits to the site, the Consultant will review the GC's Field Set Documents to ensure the GC and subcontractors are providing notations in red ink or by overlay detail, describing any variation between the 'as drawn' and 'as constructed' conditions, and observe work to monitor compliance with Contract Documents B. Observation Reports It Consultant is called upon to observe the work of the Contractor(s) for the detection of defects or deficiencies in such work, Consultant will not bear any responsibility or liability for such defects or deficiencies or for the failure to so detect. Consultant shall not make inspections or reviews of the safety programs or procedures of the construction contractor(s), and shall not review their work for the purpose of ensuring their compliance with safety standards, If Consultant is called upon to review submittals from construction contractors, Consultant shall review and approve or take other appropriate action upon construction contractor(s)' submittals such as shop drawings, product data and samplesbut only for the limited purpose of checking for conformance with information given and the design concept expressed in the contract documents. The Consultants' action shall be taken with such reasonable promptness as to cause no delay in the work while allowing sufficient time in the Consultants' professional judgment to permit adequate review. Review of such submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities. Consultant shall not assume any responsibility or liability for performance of the construction services or for the safety of persons and property during construction or for compliance with federal,, state and local statutes,rules, regulations and codes applicable to the conduct of the construction services. Consultant shall have no influence over the construction means, methods,techniques,sequences or procedures, Construction safety shall remain the sole responsibility of the construction contractor(s). CPunch Lists Upon receipt of Notice of Substantial Completion from the GC, the Consultant will arrange to visually review the facility for purposes of preparing a Punch List, outlining items to be corrected,touched up, replaced or finished before the project is ready for occupancy The Consultant will lead a final walk-through of the facility to verify that the contractor has completed the work identified on the punch list in an acceptable manner and that the facility is ready to be turned over to the CoRR 38 Project Close-Out Paq,e 5 or 7 Architexas (AREA�E+CONSEURVE A. The Consultant will participate with the CoRR Project Manager in the preparation of any final inspection certificates and documents required to close out affected contracts and to facilitate final payment by the CoRR Project Manager. 3.9 Warranties A. Review and determine the acceptability of any written warranties and guaranties required by the Contract Documents for the project,which the contractor submits to the CoRR Project Manager prior to the CoRR Project Manager acceptance of final payment Construction Phase Services—Clarffication. If the Consultant is called upon to observe the work of construction contractor(s)for the detection of defects or deficiencies in such work,the Consultant will not bear any responsibility or liability for such defects or deficiencies or for the failure to so detect. The Consultant shall not make inspections or reviews of the safety programs or procedures of the construction contractor(s),and shall not review their work for the purpose of ensuring their compliance with safety standards.The Consultant shall have no influence over construction means, methods,techniques,sequences or procedures. No fault or negligence shall be attributed to the Consultant based upon the acts or omissions of any construction contractors. Construction safety shall remain the sale responsibility of the construction contractor(s), Construction Support Deliverables: • Construction Observation Reports • Meeting Minutes • Punch Lists Submittal Reviews RFI Responses Final Inspection and Certifications 4 AS-BUILT DOCUMENTS As part of the Project Close-out and after the Certificate of Occupancy has been issued. the General Contractor shall compile all superintendent and subcontractor redlines to the Field Set of Construction Documents and edit the electronic files to reflect the redlines, and transmit the'As-Built"documents,un-stamped to the A&E for review and comment as needed. The consultant will meet with representatives of the CoRR to review and comment on the content and intent of the Contractor's"As-Built Documents'.The consultant will not be responsible for making changes to the IFC drawings.This is a coordinated effort between GC and A&E with A&E overseeing the process.When finalized,the documents will be issued to the CoRR in BIM(or CAD is acceptable to the CoRR Project Manager)and PDF format.The A&E will also ensure the GC completes the Close-out documentation as required by CoRR. Page 7 of 7 EXHIBIT B COMPENSATION and HOURLY RATE SCHEDULE PROFESSIONAL SERVICES In consideration for the professional services to be performed by the Afchilect, the City of Round Rock agrees to pay the Architect a total sum of SIXTY THOUSAND DOLLARS ($60,000). The said sum is a fixed not-to-exceed amount and shall be paid as delineated as follows and includes amounts paid for Architects,Engineers and Planners BASIC SCOPE Pro-DesigniSchematic Design $ 9® Design Development $12,000 Construction Documents $21.000 Bidding $ 3000 FEE BASIC A&E SCOPE with Record Drawings $60,000 REIMBURSA13LE EXPENSES Payment for reimbursable expenses, including administrative charges and out-of-pocket expense,and are estimated to be THREE THOUSAND FIVE HUNDRED DOLLARS($3600),are not included in the not-to- exceed total fee recited herein. Only reimbursable expenses set forth in the Architectural Services Agreement shall be permitted ADDITIONALS VICE Additional Services are defined as any service not listed as a basic service including revisions to previously approved plans that necessitate additional work for the Architect, unless those revisions are required to complete the original scope, substantive changes in the Project Scope,or additional work necessitated by unknown or reasonably unforeseen circumstances The parlies expressly agree that such additional services would be performed under a supplemental agreement negotiated at a time subsequent to this proposal. Compensation for approved Additional Services shall be computed based on the following Schedule of Hourly Rates or as negotiated Senior Principal $300 00ihr Principal $250 00/hr Architect/Designer/Project Manager $ 150 001hr Architectural Intern/CAD Technician $ 100 DO/hr Senior Historic Preservation Specialist $150.001hr Historic Preservation Specialist $100 ihr Administrative/Clerical $ 75 00/hr Aimtainoo� 1900 ^iaqeet WWIN IIICIWP.06scoffll se.e.culd FWW Wilit 200 SanAin"Mw Telos 70,1115, MOW,lexas 75201 Aus'Noi,Texas 7:8704 p V1 4 748 PWA IP S 11444 41201 2 W,99:1 242 2 Architexas CREME I 7Q1,0iERV1::: EXHIBIT C PROJECT SCHEDULE (Professional A/E services are estimated to begin In May of 2022) Pro-Design Services 2 Weeks Schematic/Design Development 8 Weeks Cost Estimate (SD,DD) 2 Weeks Contract Documents 6 Weeks Cost Estimate(CD) 2 Weeks Invitation for Bid 2 Weeks Bid and Proposal Evaluation 6 Weeks Construction Support 6-8 Months AS-Built Documents 3 Weeks Note Schedule is an estimate of time required for the various phases of project delivery. Adequate Owner supplied documentation and Owner review times may impact the overall schedule. sI I ALabn I San Antono 1907MVrfl1aSL 2900S.C4n9res9Ave. 411 a,Sneet WWW archilexa&COM Second FIM Sk&*2DO San Antonio.Texas 78115 DanwTexas752GI Austm.Tom 78704 p 214 748.4501 p 512,444 4220 p210.998-24ti