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R-98-10-22-10D2 - 10/22/1998WHEREAS, the City of Round Rock has previously entered into a contract ( "Contract ") with Spencer Godfrey Architects for architectural services for the design of the Clay Madsen Recreation Center, and WHEREAS, it has been determined that it is necessary to change said Contract in accordance with the attached Agreement Modifying Written Contract, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, G I TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement Modifying Written Contract with Spencer Godfrey Architects for architectural services for the design of the Clay Madsen Recreation Center, a copy of said agreement being attached hereto 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, and the Act. RESOLVED this 22nd day of Octobe 1998. CHARLES CULPEF Mayor A EST: City of Round Rock, Texas Al /L' 21 E LAND, City Secretary R- \WPDOCS \RRSOLUTI \RB1022O2. WPD /SCg RESOLUTION NO. R- 98- 10- 22 -10D2 /4( AGREEMENT MODIFYING WRITTEN CONTRACT THIS AGREEMENT is made on the olot. of the month of 112e, 1998 by and between the CITY OF ROUND ROCK, Texas (hereinafter referred to as "Owner "), of 312 East Main Street, Round Rock, Texas 78664, and SPENCER GODFREY ARCHITECTS (hereinafter referred to as "Architect "), of 1106 South Mays, Suite 120, Round Rock, Texas 78664. On September 10, 1997, the parties to this current modification agreement entered into a contract for Architect to provide certain basic architectural services and non -basic architectural services /civil engineering to Owner related to the design of a new multi - purpose, multi -use freestanding community recreation center to be constructed in the northwest corner of Old Settlers Park at Palm Valley on a plot of land near CR 113 in Round Rock, Williamson County, Texas. A copy of such contract is attached hereto, marked Exhibit "A ", and is made a part of this agreement insofar as it is not inconsistent with the terms of this agreement. On June 11, 1998, the parties to this current modification agreement entered into an Agreement Modifying Written Contract which was supplemental to the previous original contact between the parties dated September 10, 1997. Such Agreement Modifying Written Contract reflected a changed project scope from a facility of approximately 25,000 square feet costing approximately $2.2 million to a redesigned facility of approximately 46,000 square feet costing approximately $4.8 million. A copy of such modification agreement is attached hereto, marked Exhibit `B ", and is made a part of this agreement insofar as it is not inconsistent with the terms of this agreement. The parties to this current modification agreement desire to and do hereby modify the attached Exhibit "A" and Exhibit "B" in the following respects: (1) Section 11.2.1 on Page 8 (hereafter quoted) is DELETED: 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Fixed Fee) Refer Article 12 (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply, if necessary.) Basic Architectural Services ($165,000.00) Non -Basic Architectural Services - Civil Engineering ($ 20,000.00) Total Fee ($185,000.00) C: \TEXT \RECCNTR2,WPD /Jkg 1 (2) In place of the above - referenced deleted paragraph, the following is SUBSTITUTED: 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Fixed Fee) Refer Article 12 (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply, if necessary.) Basic Architectural Services ($270,000.00) Non -Basic Architectural Services - Civil Engineering ($ 20,000.00) Total Fee ($290,000.00) (3) Section 12.7 on Page 11 (hereafter quoted) is DELETED: 12.7 Appointment of fees is as follows: Basic Architectural Services as outlined in Article 2, Paragraph 2.1.1: AMOUNT % OF TOTAL Architect: $115,500.00 62.44% Structural Engineer: $ 19,800.00 10.70% MEP Engineer: $ 29,700.00 16.05% SUBTOTAL (BASIC SERVICES): Non -Basic Architectural Services: Civil Engineer: $165,000.00 89.19% TOTAL FEE: $ 20,000.00 10.81% SUBTOTAL (NON -BASIC SERVICES): $ 20,000.00 10.81% $ 185,000.00 100.00% (4) In place of the above - referenced deleted paragraph, the following is SUBSTITUTED: 12.7 Appointment of fees is as follows: Basic Architectural Services as outlined in Article 2, Paragraph 2.1.1: AMOUNT % OF TOTAL Architect: $197,100.00 67.97% Structural Engineer: $ 29,700.00 10.24% MEP Engineer: $ 43,200.00 14.90% SUBTOTAL (BASIC SERVICES): 2 $270,000.00 93.11% As hereinbefore stated, this current modification agreement is supplemental to the previous contract between the parties dated September 10, 1997 and attached hereto as Exhibit "A" and incorporated herein by reference for all appropriate purposes not in conflict with this current modification agreement; and is supplemental to the previous modification agreement between the parties dated June 11, 1998 and attached hereto as Exhibit `B" and incorporated herein by reference for all appropriate purposes not in conflict with this current modification agreement. It is expressly agreed by and between the parties that all terms, conditions, and provisions of that contract attached as Exhibit "A" and that modification agreement attached as Exhibit "B" (unless specifically modified in this agreement) are to apply to this agreement. It is further expressly agreed by and between the parties that there shall be no modification of this agreement unless it be in writing and executed with the same formalities as this instrument. It is further expressly agreed by and between the parties that this current modification agreement, except as to the particular provision modified hereby, shall in no way act as a waiver of any of the conditions and obligations imposed on the parties by the previous contract attached as Exhibit "A" and the modification agreement attached as Exhibit "B ", and that any rights which either of the parties may have by virtue of such previous contract and previous modification agreement are to be considered as of full force and effect. a EXECUTED on this the day of the month of �' , 1998. Charles Culpepper, Mayor (Printed name and title) Non -Basic Architectural Services: Civil Engineer: $ 20,000.00 6.90% SUBTOTAL (NON -BASIC SERVICES): $ 20,000.00 6.90% TOTAL FEE: 5290,000.00 100.00% 3 I TECT X � (Signature) Bayard `Bo" M. Spencer III/ General Partner (Printed name and title) T A M E R I C A N AIA Document 8141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the Tenth Nineteen Hundred and BETWEEN the Owner: (Name and address) Ninety Seven The City of Round Rock 312 E. Main Street Round Rock, Texas 78664 and the Architect: Spencer Godfrey Architects (.Vdmeandaddress) 1106 South Mays, Suite 120 Round Rock, Texas 78664 For the following Project: (Include detailed description of Project. location. address and scope,) A new multi - purpose, multi -use free standing community recreation center. Construction to be of steel frame, masonry veneer, slab on grade (as allowed by soil geology) with a sloped standing seam metal roof. Anticipated budget is approximately 2.2 million dollars. The approximate size of the proposed construction is 25,0000 square feet based upon current average construction costs for similar facilities. The actual project budget will be determined at the conclusion of schematic design. The project is to be built in the northwest corner of Old Settlers Park at Palm Valley on a plot of land near CR113. The Owner and Architect agree as set forth below. day of September AIA DOCIIYEN? B141 • OWNER ARCHITECT AGREEMFM • FOURTEENTH EDITION • AIA• • 0 1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W. WASHINGTON. D.C. 20006 I N S T I T U T E O F A R C H I T E C T S WARNING: Unikerned ohot,vyvvlr.e vInIRteA 11 ,....., _— _._.„__ in the year of Copyright 1917, 1926, 1948. 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA vIOI]ICS the copyright laws of the United St2tC5 and will be subject to legal prosecution. B141 -1987 1 r1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTHX.E 1 ARCHITECTS RESPONSIBIUTIES 1.1 ARCHITECTS SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval 2 schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owners review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, eccept for reasonable muse, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECTS BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as pan of Basic Services, and include normal struc- tural. mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limita- tions set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifica- tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information. bidding forms, the Condi- tions of the Contract, and the for of Agreement berween the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cared by changes in requirements or general market conditions., 2.4.4 The Architect shall assist the Owner in connection with I the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. b 2.5 BIDDING OR NEGOTIATION PHASE U 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the hares[ preliminary estimate p C of Construction Cost. shall assist the Owner in obtaining bids 0 or negotiated proposals and assist in awarding and preparing, O contracts for construction. •� - y 2.6 CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences t. , with the award of the Contract for Construction and termi- ty nates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substan- tial Completion of the \Ci>rk, unless extended J under the terms of Subparagraph 10.3.3 2.6.2 The Architect shall provide administration of the C tract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. AIA DOCUMENT 13141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • • 019E7 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.0 20006 WARNING: UnAcensed photocopying vlolrtea U.S. copyright laws and Is subject to legal prosecution. 8141 �FAB) 2 2.8.15 The Architect shall interpret and decide matters con- cerning performance of the Owner and Contractor under the requirements of the Contract Documents on wrirten request of either the Owner or Contractor. The Architect's response to such requests shag be made with reasonable promptness and within any time limits agreed upon. 2.6.18 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing Or in the form of drawings. When making such Interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- . mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.8.17 The Architect's decisions on matters relating to aesthe- tic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract Documents. 2.6.19 The Architect's decisions on claims, disputes or other matters. including those in question between the Owner and Contractor, except for those relating to aesthetic effect as pro- vided in Subparagraph 2.6. r. shall be subject to arbitration as provided in th Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12. and rhev shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control. the Architect shall notify the Owner prior to com- mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required. the Owner shall give prompt written notice 10 the Architect. If the Owner indicates in writing that all or pan of such Contingent Addi- tional Services are not required, the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the she than is described in Subparagraph 2.65 is required, the Architect shall provide one or more Project Representatives to assist in carry. ing out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of ALA Document 13352 current as of the date of this Agreement, unless otherwise agreed. ALA DOCUMENT 8141 • OWNER.ARCHITECT AGREEMENT • FOURTEENTI4 EDITION • AIA• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. N.W., WASHINGTON, D, C. 20006 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies In the Work, but the furnishing of such project representation shag not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revision in Drawings, Specifications or other documents when such revisions are .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent (0 the preparation of such documents; or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, bur not limited to, size, qual. itv. complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings. Specifications and other documen- ration and supporting dara. evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions ro Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur- nishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of Claims submitted by the Contractor or others in connection with the Work. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separate Or sequential bids or providing services in connection with bidding, negotia- tion or construction prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and program- ming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prospective sites. WARNING: Unlloensed photocopying vblatsa U.S. copyright laws and la subject to legal prosecution. 8141 -1987 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed. specified. selected or specially provided for the Architecr,•plusa - allowance for these ii. .tractors overhead-and profit: -In - addition, a reasonableallow•- ance for contingencies shall be inducted for market cenditiats at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not indude the compensation of the Architect and Architect's consultants, the COsts of the land, rights -of -way, financing or other costs which are thc respon- sibility of thc Owner aS provided in Anise 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and derailed estimates of Con- struction Cost, if any. prepared by the Architect, represent the Architects best judgment as a design professional familiar with the constriction industry. It is recognized, however, that nei- ther the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation. to determine what materials, equipment, com- ponent systems and types of construction are ro be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments ahemate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; 1 authorize rebidding or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance ' with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con - tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for. all services performed whether or not the Cortswction Phase is commenced. 51 Refer Article 12 ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents pre- pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including repro- ducible copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Archi- tect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compen- sation to the Architect. 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in deroga- tion of the Architect's reserved rights. *ARTICLE 7 ARBITRATION * Refer Article 12 1 Claims, disputes or other matters in question between par - to this Agreement arising out of or relating to this : ce- ment o r reach thereof shall be subject to and decid - . by arbi- tration in cordance with the Construction In. .. try Arbitra- tion Rules of •-e American Arbitration Associ on currently in effect unless the .. ies mutually agree ot• rwise. 7.2 Demand for arbit • ion shall • - ded in writing with the other party to this Agree - nt with the American Arbitra- Lion Association. A demand •. rt ration shall be made within a reasonable time after - c . µdispute or other matter in question has arisen. In • • event s e demand for arbitration be made after the • .i to when institutio of legal or equitable proceedings b : on such claim, dispute other matter in question wo • be barred by the applicable statu of limitations. • 7.3 N. - bitration arising out of or relating to this cement sh elude, by consolidation, joinder or in any other er, additional person or entiry not a party to this Agcern QI 7 AIA DOIEHr 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDmON • AUe • ©1987 THE AMERICAN INSTITUTE OF ARQIrTECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2[506 WARNING: UNkeneed photocopying vie/ales U.S. copyright laws end is subject to legal prosecution. 6141 -198 the specific Information considered by the Owner to be cotfl- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultants in the interest of the Project, as identified in the follow- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project: expenses in connection with authorized out-of -town travel; long - distance communications; and fees paid for secur- ing approval of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of renderings. models and mock -ups requested by the Owner. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 10.2.1.6 Expense of computer -aided design and drafting equipment time when used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on Inc basis set forth in Subparagraph 11.2.2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during Inc additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are per. formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- able to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of ONE THOUSAND EIGHT HUNDRED FIFTY & 00 /100 Dollars (11, 850.00 shall be made upon execution of this Agreement and credited to the Owner's account-. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES. as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Fjd Fee) Refer Article 12 recessa� is of compensation. .mcludeng gel sums. multiples or percentages, and identify pluses to which particular. methods of coorpensorion apply. if 7'1 Basic Architactural:SerVices ($165,000.00) Non —Basic Architectural Services — Civil Engineering ($ 20,000.00) Total Fee ($185,000.00) AIA DOCUMENT 8141 • OWNER- ARCHrrEcr AGREEMENT • FOURTEENTH ETON • AIA• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 WARNING: UNkenaed photocopying violates U.S. copyright laws and In subject to Iessl oroseeutlon. B141-1987 11.5.3 The rues and multiples set forth for Additional Services shall be anritrally adjusted in accordance with normal salary review practices of the Architect. dmmreherWpWanotonhwmrelonSinn&ArldltknalSonnalnawDdWOMEaskOnvenambrremdmodiftnWentodwpnowsamtwmpnandontenm hkh,dd t, rtrs .{gnm,ev.) See pages 11 and 12 "The Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2 -350, Austin, Texas 78701 -3942 or P. 0. Box 12337, Austin, Texas 78711 -2337, (512) 305 -9000, has jurisdiction over individuals licensed under the Architects' Registration Law, Texas Civil Statutes, Article 249a." This Agreement entered into as of the day and year lust written above. (S ig,vdar) CNARLE5 � C1��PEPP�.2, mAyo�2 S title) M. er AIA ARTICLE 12 OTHER CONDITIONS OR SERVICES ARCH TE CAUTION: You should sign an original AIA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. AIA DOCUMENT 13t41 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH PomON • AIA • • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 WAF*Yin: Unlerned photocopying violates U.S. copyright Iaw• and Ia a,gect to legal p,oaaoinlon. B141-1987 10 12.1 The voiding of any element of this contract affects only that element. All other provisions remain in force. ARTICLE 12 12.2 Revise Article 10, Part 10.2.1.2 to read: Cost of Bluelines and Electrostatic copies shall be at the rate of $0.12/square foot of sheet size (Blueline), and $0.12/sheet (Electrostatic), $2.75 /square foot of sheet size (Paper Sepia), $4.75 /square foot of sheet size (Sepia Mylar). The Architect will provide one copy of progress documents per phase at no charge. Additional copies will be charged according to the rate quoted. NOTE: Average costs per set of final documents ranges between $150.00 - $175.00 per set 12.4 All estimates of project cost wit be prepared by the Architect based upon available current unit cost data. These probable cost estimates are intended to reflect anticipated construction cost to a degree of accuracy of +/- 10 %. Therefore the Architect will be responsible for making cost related revisions to his documents only if the lowest qualified bid exceeds his last probable cost projection by a sum greater than 10 %. 12.5 Should a dispute arise between the parties to this agreement, an attempt to resolve the disagreement will be made utilizing verbal discussions in an informal setting. In the event such discussions do not bring resolution to the problem then legal mediation between the parties will be conducted. As a last resort, unresolved disputes will result in civil litigation through the courts. The local venue will be the jurisdiction of Williamson County. 12.6 The portion of the fee for Basic Services allocated to the Construction Phase will be invoiced in equal payments during construction. The fee will be apportioned over the construction period indicated by the Contractor. In the event the construction time period is exceeded by the Contractor, the Architect will be entitled to receive additional condensation for his continued involvement in contract administration services in the amount of FIVE HUNDRED AND 00 /100'S DOLLARS ($500.00) per week, or portion thereof, in excess of the originally stated construction time. 12.7 Appointment of fees is as follows: Basic Architectural Services as outlined in Article 2, Paragraph 2.1.1: AMOUNT % OF TOTAL Architect: $ 115,500.00 62.44% Structural Engineer. $ 19,800.00 10.70% MEP Engineer. $ 29,700.00 16.05% SUBTOTAL (BASIC SERVICES): $ 165,000.00 89.19% Non -Basic Architectural Services: Civil Engineer: $ 20,000.00 10.81% SUBTOTAL (NON -BASIC SERVICES): $ 20,000.00 10.81% TOTAL FEE: $ 185,000.00 100.00% 12.8 Invoicing for services shall occur at least monthly, or as particular phases of the work are completed. 11 12.9 Should the project scope or budget be adjusted from that stipulated in the project description on page 1 of this agreement, the Architect and consultant fees will be similarly adjusted. 12.10 This Agreement is entered into and performable in Williamson County, Texas. 12.11 Specific Owner requirements are listed as follows. The costs of these services are to be borne by the Owner. a. Geotechnical Report b. Surveying 12.12 The Statute of Limitations as relative to professional services rendered under the provisions of this agreement shall commence as stipulated by the legal statutes of the State of Texas as they pertain to this agreement and the owner and Architect both jointly and severally. 12 ATTEST: /I de // 1i S: \W WCS \YLSOLAR \U70925t.10D/9C9 LAND, City Secretary RESOLUTION NO. R- 97-09- 25 -13F a3 f�4 k .: WHEREAS, the City of Round Rock desires to retain architectural services for the design of the recreation center, and WHEREAS, Spencer Godfrey Architect, has submitted an agreement to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Spencer Godfrey Architect, 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 with Spencer Godfrey Architect for architectural services for the design of the recreation center, a copy of said agreement being attached hereto and incorporated herein for all purposes. RESOLVED this 25th day of September, 1997. CHARLES CULPEPPER, Mayor City of Round Rock, Texas C; \TEXT \RECCMR. WPDfjkg AGREEMENT MODIFYING WRITTEN CONTRACT THIS AGREEMENT is made on the I I - day of the month of 1998, by and between the CITY OF ROUND ROCK, Texas (hereinafter refe etY d to as "Owner "), of 312 East Main Street, Round Rock, Texas 78664, and SPENCER GODFREY ARCHITECTS (hereinafter referred to as "Architect "), of 1106 South Mays, Suite 120, Round Rock, Texas 78664. On September 10, 1997, the parties to this modification agreement entered into a contract for Architect to provide certain basic architectural services and non -basic architectural services/civil engineering to Owner related to the design of a new multi - purpose, multi -use freestanding community recreation center to be constructed in the northwest comer of Old Settlers Park at Palm Valley on a plot of land near CR 113 in Round Rock, Williamson County, Texas. A copy of such contract is attached hereto, marked Exhibit "A ", and is made a part of this agreement insofar as it is not inconsistent with the terms of this agreement. The parties to this modification agreement desire to and do hereby modify the attached Exhibit "A" in the following respects: (1) The first full paragraph on Page I (hereafter quoted) is DELETED: "A new multi- purpose, multi-use free standing community recreation center. Construction to be of steel frame, masonry veneer, slab on grade (as allowed by soil geology) with a sloped standing seam metal roof. Anticipated budget is approximately 2.2 million dollars. The approximate size of the proposed construction is 25,0000 square feet based upon current average construction costs for similar facilities. The actual project budget will be determined at the conclusion of schematic design. The project is to be built in the northwest corner of Old Settlers Park at Palm Valley on a plot of land near CR113." (2) In place of the above - referenced deleted paragraph, the following is SUBSTITUTED: "A new multi - purpose, multi -use free standing community recreation center. Construction to be of steel frame, masonry veneer, slab on grade (as allowed by soil geology) with a sloped standing seam metal roof. Anticipated budget is approximately 4.8 million dollars. The approximate size of the proposed construction is .46 GOO square feet based upon current average construction costs for similar facilities. The actual project budget will be determined at the conclusion of schematic design. The project is to be built in the northwest corner of Old Settlers Park at Palm Valley on a plot of land near CR 113." As hereinbefore stated, this modifying agreement is supplemental to the previous contract between the parties dated September 10, 1997 and attached hereto as Exhibit "A" and incorporated herein by reference for all appropriate purposes not in conflict with this modifying agreement. It is expressly agreed by and between the parties that all terms, conditions, and provisions of that contract attached as Exhibit "A" (unless specifically modified in this agreement) are to apply to this agreement. It is further expressly agreed by and between the parties that there shall be no modification of this agreement unless it be in writing and executed with the same formalities as this instrument. It is further expressly agreed by and between the parties that this modifying agreement, except as to the particular provision modified hereby, shall in no way act as a waiver of any of the conditions and obligations imposed on the parties by the previous contract attached as Exhibit "A ", and that any rights which either of the parties may have by virtue of such previous contract are to be considered as of full force and effect. EXECUTED on this the 1 day of the month of OWNE ARC CT it r� w (Signature) 7 (Signa Bayard `Bo" M. Spencer [II/ General Partner (Printed name and title) Charles Culpepper, Mavor (Printed name and title) , 1998. RESOLUTION NO. R- 98-06- 11 -13D1 WHEREAS, the City of Round Rock has previously entered into a contract ( "Contract ") with Spencer Godfrey Architects for architectural services for the design of the Clay Madsen Recreation Center, and WHEREAS, it has been determined that it is necessary to change said Contract in accordance with the attached Agreement Modifying Written 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 an Agreement Modifying Written Contract with Spencer Godfrey Architects for architectural services for the design of the Clay Madsen Recreation Center, a copy of said agreement being attached hereto 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, and the Act. RESOLVED this 11th day of June, J 98. EST: •1# it 1 LAND, City Secretary R: YPDDCS \RESOLVPi \R806 11D1.YPD /.cg CHARLES CULP PPER, Mayor City of Round Rock, Texas DATE: October 16, 1998 SUBJECT: City Council Meeting — October 22, 1998 ITEM: 10.D.2. Consider a resolution authorizing the Mayor to execute an amendment to the agreement with Spencer Godfrey Architects for the Clay Madsen Recreation Center. The original design contract was based on a $2.4 million project, which was expanded to $4 8 million. A modification to the original contract was approved by Council on June 11, 1998 which reflected the overall change from $2.4 million to $4.8 million dollars, but did not reflect the specific increase in Basic Architectural Services Fees from $185,000.00 to $290,000.00. The present second modification will reflect the correct Basic Architectural Services Fees of $290,000.00. Staff Resource Person: Sharon Prete, Parks and Recreation Department.