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R-92-1697 - 2/27/1992Mayor Mike Robinson Mayor Pro-tem Charles Culpepper Council Members Robert Sttuka Ti k Gramm? Rick Steuart Earl Palmer Jimmy Joseph City Manager Robert L. Bennett, Jr. City Attorney Stephan L Sheets March 23, 1992 THE CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 512- 255 -3612 Fax 512- 255 -6676 Glendon Nicks OPUS 3 Architects 106 West Bagdad Round Rock, Texas 78664 Dear Lr : Resolution I 1 697R,:xhich was approved by the Round Rock City Council on February 27, 1991. Enclosed is a copy of the resolution and one original agreement for your files. If you have any questions, please do not hesitate to call. Sincerely, JL:km Enclosure ■ Joanne Land, Assistant City Manager/ City Secretary ATTEST: NE LAND, City Secretary RS02272C RESOLUTION NO. M716 / 16 WHEREAS, the City of Round Rock desires services for the design phase and construction plans for renovation to the Community Center, and WHEREAS, Opus 3 has submitted a contract to provide said services, and WHEREAS, the City Council wishes to enter into said contract, 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 a contract with Opus 3 for the design phase and construction plans for renovation to the Community Center, said contract being attached hereto and incorporated herein for all purposes. RESOLVED this 27th day of February, 1992. MIKE ROBINSON, Mayor City of Round Rock, Texas PROFESSIONAL SERVICES AGREEMENT MADE AND ENTERED INTO by and between the City of Round Rock thereinafter referred to as "Client ") and OPUS 3, Architects. WHEREAS, the Client desires to engage OPUS 3, Architects as a consultant; and WHEREAS, OPUS 3, Architects desires to render certain services as described in authorized work orders as may be hereafter issued and has the experience and staff to perform those services; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: Section 1. Services. The Client hereby agrees to engage OPUS 3, Architects and OPUS 3, Architects hereby agrees to perform certain services for the Client as agreed upon from time to time. Such services may be set forth in individual work orders as may be hereafter authorized in writing by the Client and accepted by OPUS 3, Architects. Section 2. Client's Responsibilities. The Client agrees to provide OPUS 3, Architects with all existing data, plans, and other information in the Client's possession which are necessary for the performance of Services. The Client further agrees to provide any additional data, plans, or other information as may be specified in authorized orders. Section 3. Standard of Care and Warranty. OPUS 3, Architects agrees that it's Services will be performed with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and circumstances. No other warranty, expressed or implied, is made. OPUS 3, Architects interpretations and recommendations may be based on the results of surveys or other investigative work. OPUS 3, Architects will not be responsible for the interpretation or use by others of data developed by OPUS 3, Architects. Section 4. Time of Performance. OPUS 3, Architects agrees to perform the Services within schedules as may be set forth in authorized work orders. Section 5. Compensation. For OPUS 3, Architects performance and completion of all services, Client shall compensate OPUS 3, Architects at the hourly rates and charges as set forth in Exhibit "A" (as may be hereafter amended by agreement of the parties) subject to Section 6 unless otherwise specified in authorized work orders. Such rates include labor, overhead, expenses, and profit. Subject to agreement by Client, Exhibit "A" may be revised by OPUS 3, Architects periodically. Section 6. Payment. OPUS 3, Architects shall invoice Client for Service performed on a monthly basis. Each invoice is due on presentation for such invoice, and is past due thirty (30) days from the receipt of invoice. Client agrees to pay a finance charge equal to one percent (1 %) per month on past due accounts. Invoices for Services performed on a time - and- materials basis will be submitted showing labor (hours worked) and total expenses, but not actual documentation. If requested by the Client, documentation will be provided by OPUS 3, Architects at the cost providing such documentation including labor and copying costs. Notwithstanding any of this agreement seemingly to the contrary, the Client, as a O.W3- 8127\PROFESS.AGR public entity, shall have the unilateral right and privilege to terminate this agreement for all purposes at the end of any fiscal year at the election of the Board of Trustees. At the time of such termination, the Client shall be responsible to pay only those expenses for services rendered and documented prior to the date of its notice of termination. Section 7. Notices. Communications from the Client shall be to OPUS 3, Architects's designated project manager or principal -in- charge of the work. Oral communications shall be confirmed in writing. Section 8. Probable Cost of Construction. OPUS 3, Architects makes no representation concerning the cost estimates made in connection with plans, specifications, or drawings other than that all cost figures are estimates only and OPUS 3, Architects shall not be responsible for fluctuations in cost factors. Section 9. Confidentiality. OPUS 3, Architects shall maintain as confidential and not disclose to others without Client's prior written consent, all information obtained from Client, not otherwise previously known to OPUS 3, Architects in the public domain, as Client expressly designates in writing to be "Confidential." The provisions of this paragraph shall not apply to information in whatever form which (i) is published or comes into the public domain through no fault of OPUS 3, Architects, (ii) is furnished by or obtained from a third party who is under no obligation to keep the information confidential, or (iii) is required to be disclosed by law on order of a court, administrative agency or other authority with proper jurisdiction. Section 10. Independent Contractor. OPUS 3, Architects's relationship with the Client under this Agreement shall be that of independent contractor. The employees, methods, equipment, and facilities used by OPUS 3, Architects shall at all times be under its exclusive direction and control, and the Client shall not exercise control over OPUS 3, Architects except insofar as may be necessary to ensure performance and compliance with this Agreement. Section 11. Indemnification. OPUS 3, Architects shall defend, indemnify, and hold the Client harmless from and against any claim asserted by any person or entity (other than an officer, director, employee or agent of Client) arising solely out of (i) OPUS 3, Architects's negligence or (ii) OPUS 3, Architects's breach of any obligation or responsibility imposed on it by the provisions of this Agreement, subject to the limitations and exclusions contained herein in Sections 12 and 13. Client will not assert any claim against OPUS 3, Architects after the Limitation Period, which is defined as the shorter of (i) three years from substantial completion of the particular services out of which the claim arose or (ii) the time period of any act or omission by Client, its agents, staff, other consultants, independent contractors, third parties or others working on projects over which OPUS 3, Architects has no supervision or control. Client agrees that in accordance with generally accepted construction practices, construction contractors will be required by Client to assume sole and complete responsibility for job site conditions during the course of any construction projects, including safety of persons and property. Client further agrees to defend, indemnify, and hold OPUS 3, Architects harmless from any and all liability, real or alleged, in connection with the performance of services, excepting liability arising directly from the negligence of OPUS 3, Architects. Each party will indemnify, defend and hold the other harmless from any claim by an officer, director, employee or agent of the indemnifying party and arising out of the indemnifying party's failure to maintain a safe working environment for its officers, directors, employees and agents. Client will indemnify, defend, and hold OPUS 3, Architects harmless from any claim by any person or entity G; O3.01271PROFESSAGR commenced after the Limitation Period and arising out of OPUS 3, Architects's services. Section 12. Liability Limitation. OPUS 3, Architects's liability to the Client for any loss of damage, including, but not limited to, special and consequential damages, arising out of or in connection with this or any related agreement from any cause, including OPUS 3, Architects's professional negligence, errors, or omissions shall not exceed the greater of S25,000 or the compensation received by OPUS 3, Architects hereunder, and Client hereby releases OPUS 3, Architects from any liability above such amount. Section 13. Disputes. If a dispute arises relating to the performance of the Services covered by this Agreement, and legal or other costs are incurred, the prevailing party shall be entitled to recover all reasonable costs incurred in the defense of the claim, including staff time at current billing rates, court costs, attorney's fees, and other claim - related expenses. In the event of any litigation, Client agrees to pay to Consultant interest on all past due balances at the rate of twelve percent (12 %) per annum. Section 14. Termination. This Agreement may be terminated by either party upon thirty (30) days written notice in the event of substantial failure of performance by the other party or if the Client suspends the work for more than three months. In the event of termination, OPUS 3, Architects shall be paid for services performed prior to the termination notice date plus reasonable termination expenses, including the cost of completing analyses, records, and reports necessary to document job status at the time of termination. Section 15. No Waiver. The failure of a party to enforce strictly any provision of this Agreement shall not be deemed to act as a waiver of any provision, including the provision not so enforced. Section 16. Choice of Law. This Agreement is deemed to be made under and shall be construed according to the laws of the State of Texas. Section 17. Successors and Assignments. The Client and OPUS 3, Architects each binds itself and its successors, executors, administrators, and assigns to the other party of the Agreement and to the successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Agreement. Section 18. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. Section 19. Entire Agreement. This Agreement, including all attachments and work orders authorized hereunder, constitutes the entire agreement between the parties hereto and it supersedes all prior or contemporaneous agreements, whether oral or written, with respect to the subject matter hereof. In case of conflict or inconsistency between this Agreement and any other contract documents, this Agreement shall control. No agreement hereafter made between the parties shall be binding on either party unless reduced to writing and signed by an authorized officer of the party sought to be bound. Section 20. Ownership of Documents. It is understood and agreed that the calculations, drawings, and specifications prepared pursuant to this Agreement, whether in hard copy or machine readable form are instruments of professional service intended for one -time use in the construction of this project. They are and shall remain the property of the 0A03.91271PROFESSAGR Architect /Engineer. The Owner may retain copies, including copies stored on magnetic tape or disk, for information and reference in connection with the occupancy and use of the project. Because of the possibility that information and data delivered in machine readable form may be altered, whether inadvertently or otherwise, the Architect /Engineer reserves the right to retain the original tapes /disks and to remove from copies provided to the Owner all identification reflecting the involvement of the Architect /Engineer in their preparation. The Architect/Engineer also reserves the right to retain hard copy originals of all project documentation delivered to the Owner in machine readable form, which originals shall be referred to and shall govern in the event of any inconsistency between the two. The Owner understands that the automated conversion of information and data from the system and format used by the Architect /Engineer to an alternate system or format cannot be accomplished without the introduction of inexactitudes, anomalies, and errors. In the event project documentation provided to the Owner in machine readable form is converted, the Owner agrees to assume all risks associated therewith and, to the fullest extent permitted by law, to hold harmless and indemnify the Architect/Engineer from and against all claims, liabilities, losses, damages, and costs, including but not limited to attorney's fees, arising therefrom or in connection therewith. The Owner recognizes that changes or modifications to the Architect /Engineer's instruments of professional service introduced by anyone other than the Architect /Engineer may result in adverse consequences which the Architect /Engineer can neither predict nor control. Therefore, and in consideration of the Architect /Engineer's agreement to deliver its instruments of professional service in machine readable form, the Owner agrees, to the fullest extent permitted by law, to hold harmless and indemnify the Architect /Engineer from and against all claims, liabilities, losses, damages, costs, including but not limited to attorney's fees, arising out of or in any way connected with the modification, misinterpretation, misuse, or reuse by others of the machine readable information and data provided by the Architect /Engineer under this Agreement. The foregoing indemnification applies, without limitation, to any use of the project documentation on other projects, for additions to this project, or for completion of this project by others, excepting only such use as may be authorized, in writing, by the Architect /Engineer. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in two counterparts (each of which is an original) by their duly authorized representatives as of the 28th day of January, 1992. City of Round Rock OPUS 3, ARCHITECTS BY: 21% , . BY Title: p i ! h! yc Tale: Pr Mc,,A G\O9- 9127%PROFESSAGR WORK ORDER FOR PROFESSIONAL SERVICES EXHIBIT "A" RENOVATION AND ADDITIONS OF THE ROUND ROCK COMMUNITY CENTER FOR THE SENIOR CITIZENS of Round Rock Round Rock, Texas This Work Order constitutes authorization by the City of Round Rock (Client) for OPUS 3, Architects to proceed with the following scope of services as required by the Client: SCOPE This Work Order will provide for consulting services for the Design, Construction Documents, and Project Observation for the renovations and additions of the Round Rock Community Center located at 205 E. Main in Round Rock, Texas. Approximate Probable Cost of Construction is $265,000.00. Services provided by OPUS 3, Architects will include the following: The Client will provide the following: 1. Site Survey - Topographical, Tree Location, Metes & Bounds and Utilities Location This scope does not include the above services. If required, these services would be performed at additional cost: O: \03- 81271PROFESSAGR 1. Client Meetings 2. Council Presentations 3. Construction Documents 4. Project Observation 2. Soils Investigation Work shall be performed under the terms and conditions in the 1 August, 1991, Professional Services Agreement between Client and OPUS 3, Architects. Compensation for services described in the scope shall be in accordance with the following schedule of fees: TERMS AND COMPENSATION 1. Preliminary Design (15 %) $3,750.00 2. Design Development (15 %) $3,750.00 3. Construction Documents (40 %) $10,000.00 4. Project Bidding (5 %) $1,250.00 5. Project Observation (25 %) $6,250.00 The cost for these services is $25,000.00. Any additional services beyond the original scope will be performed at the following hourly rates: Principal $ 7500t Project Architect $ 601 1t Secretarial $ 250:ft Draftsperson $ 3507t AUTHORIZED: City of Round Rock, Texas Date: 3-18-90-i 0:103- 3127,PROFE33.AOR ACCEPTED: OPUS 3, Architects By :"T)c; L 4Y•• Date: Purchase Order No. Work Order No. (if applicable) (to be assigned after authorization) DATE: February 25, 1992 SUBJECT: City Council Meeting, February 27, 1992 ITEM: 9.C. Consider a resolution authorizing the Mayor to enter into a contract with OPUS 3 for the design phase and construction plans for renovations to the Community Center. (Tabled 2/13/92) STAFF RESOURCE PERSONS: Bob Bennett, David Kautz STAFF RECOMMENDATION: Staff recommends approval of the attached contract with OPUS 3, Architects. The contract provides architectural services ranging from preliminary design to project observation on renovation of the Community Center. Renovation work will include the following: a) Close in the area between the Community Center and the Nelson Hardware building (approx. 3,000 square feet) b) Add a kitchen facility with renovation/ restroom addition to the front building area c) Renovate the existing break area (rear of building) ECONOMIC IMPACT: (This agreement) $25,000.00 contruction cost estimate $275,000.00.