CM-2016-1059 - 3/11/2016City of Round Rock Agreement
for Architectural Services for
City of Round Rock
Fireball Grill at Dell Diamond
with R.Gill & Associates
Based upon AIA Document B141-1997
1997 Edition - Electronic Format
Standard Form of Agreement between Owner and Architect
AGREEMENT made as of the I I day of the month of F.ehn� in the year Two Thousand Sixteen.
BETWEEN the Architect's client identified as the City or the Owner:
City of Round Rock
221 East Main Street
Round Rock. Williamson and Travis Counties Texas 78664
and the Architect:
R.Gill & Associates
PO Box 4367
100 Bunny Run Lane. #100
Horseshoe Bay. Texas 78657
For the following Project:
Professional architectural services related to the construction of Fireball Grill at Dell Diamond. 3400 East Palm Valle
Boulevard, Round Rock, Texas.
Professional services for this Proiect shall include but not be limited to Construction Document Phase Bid Phase and
Construction Observation Phase.
The Owner and the Architect agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
The Architect shall furnish the delineated_ services, including but not limited to meeting with the Owner's representatives and
others designated by the Owner to determine needs and requirements; rendering professional consultation and advice,• furnishing
all necessary design and contract administration services for the referenced Project• and providing other specialized services
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a
requirement of federal law to comply with the ADA if the construction budget exceeds $50,000.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
The referenced Protect consists of services related to the following_
New construction of Fireball Grill at Dell Diamond 3400 East Palm Valley Round Rock Texas
1.1.2.2 The physical parameters are:
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1. 1.2.2 The physical parameters are:
Fireball Grill is planned to be built at Dell Diamond 3400 East Palm Valley, Round Rock, Texas
1.1.2.3 The Owner's Program is:
The program of development shall include but not be limited to the following elements: Construction Document Phase. Bid
Phase, and Construction Observation Phase. The tasks performed as a part of each element shall be as stated in Exhibit "A"
attached hereto and incorporated herein for all pumoses. The parties agree that elements, or portions thereof, may be omitted by
the Owner for reasons including meeting the Proiect budget.
Schedule
Proposed Schedule for the Proiect is in Exhibit "B."
The Architect will maintain Proiect schedule in a fonnat acceptable to the City throughout the duration of the Proiect.
1.1.2.4 The legal parameters are: Not applicable.
1.1.2.5 The financial parameters are as follows:
1. The Fee Schedule relative to this Agreement is as follows:
A. Professional Services
In consideration for the professional services to be performed by the Architect, the City grees to pay the
Architect a total sum not to exceed Twenty Nine Thousand Six Hundred and no/] 00 Dollars ($29,600.00).
Said sum is a fixed not -to -exceed amount. and shall be paid as delineated in the attached Exhibit "A" which
is incorporated herein by reference for all purposes. Such not -to -exceed sum includes amounts paid for
Architect's servicers: and for consultant fees for MEP engineers. structural engineers. and civil engineers.
B. Reimbursable Expenses Allowance
There shall be no reimbursable expenses allowed.
C. Not -to -exceed total payment for Professional Services and Reimbursable Exnenses payable hereunder:
Unless subsequently changed by Supplemental Agreement hereto. the Architect's total compensation for
services and reimbursables hereunder shall not exceed Twenty -Nine Thousand Six Hundred and no/100
Dollars ($29,600.00). Such amount represents the absolute limit of the City's liability to the Architect unless
same shall be changed by additional Supplemental Agreement, and the City shall nay, strictly within the
confines of the not -to -exceed sums recited herein. the Architect's professional fees and reimbursable
expenses for work done on behalf of the City. No deductions shall be made for the Architect's compensation
on account of penalty, liquidated damages or other sums withheld from payments to the Architect. No
additions shall be made to the Architect's compensation based on Project claims, whether paid by the City or
denied.
D. Additional Services: Additional services are defined as any services not listed as a basic service including
revisions to previously -approved plans that necessitate additional work for the Architect, substantive changes
in Proiect scope, or additional work necessitated by unknown or reasonably unforeseen circumstances. The
parties expressly agree that such additional services would be performed under a supplemental agreement
negotiated at a time subsequent to this Agreement. Submittals with applications to agencies with jurisdiction
(i.e. TCEO, City) are included as a basic service. Submittal, filing, and review fees charged by authorities
having iurisdiction shall be a reimbursable expense.
1.1.2.6 The time parameters are:
Services hereunder shall commence immediately upon receipt by the Architect of this fully -executed Agreement. Completion of
design services shall be not later than the date identified in the attached Exhibit `B." Other time parameters or adiustments to
time parameters may be determined at a later date by mutual agreement of the parties.
construction will be selected by the alternate delivery method of competitive sealed proposals.
1.1.2.8 Other parameters are:
Unknown at this time.
1.1.3 PROJECT TEAM
1.1.3.1 The Owner's Designated Representatives are:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Travis Wilkes
Building Construction Manager
General Services Department
212 Commerce Boulevard
Round Rock, Texas 78664
Telephone Number (512) 341-3317
Email Address: hvilkes@roundrocktexas.gov
roundrocktexas.gov
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the
Architect's submittals to the Owner are:
Not designated at this time.
1.1.3.3 The Owner's consultants and contractors are:
Architect of Record / Prime Firm:
R.Gill & Associates
1.1.3.4 The Architect's Designated Representative is:
Ray Gill Jr., Architect
PO Box 4367
100 Bunny Run Lane. #100
Horseshoe Bay, Texas 78657
1.1.3.5 The consultants retained at the Architect's expense are identified in Exhibit "A."
1.1.4 Other important initial information is:
Not applicable.
1.1.5 It is expressly understood andra eg ed by and between the parties hereto that any alteration in schedule, compensation
and Chance in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this
Agreement must be duly authorized by appropriate City Council or City Manager action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Architect shall fully cooperate with one another to fulfill all of their respective obligations required
under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working relationships among all
members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding
requirements for and limitations on the Project. The Owner shall furnish to the Architect, within fifteen (15) days after receipt of
a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights
1.2.2. The Owner shall establish and periodically update the budget for the Project includingthat hat portion allocated for the Cost
of the Work, the Owner's other costs, and reasonable contingencies related to all costs
1.2.2.3 The Owner's Designated Representatives identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or Owner's Designated Representatives shall render decisions in a timely manner
pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of
the Architect's services.
1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required
by the scope of the Project and are approved by the Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing, the Owner shall furnish or pay for tests,
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for
air and water pollution, and tests for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably
necessary at any time for the Project to meet the Owner's needs and interests.
1.2.2.7 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project,
including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
1.2.2.8 The Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the
responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by the Owner and are
not to be included by the Architect in the specifications for the Proiect. However, the Owner agrees to reimburse the Architect
the actual costs of review fees associated with Texas Building Accessibility reviews and reviews by other authorities having
jurisdiction.
1.2.2.9 The Owner will provide the Architect with miscellaneous items such as two (2) copies of the City of Round Rock
General and Supplementary Conditions for Building Construction, Wage Rates Contract and Bond Forms and such other
information and materials as may be necessary and practicable for the orderly and expeditious progress of the work and the
awarding of the construction contract. To the extent practicable these documents shall be utilized in the preparation of the
construction documents.
1.2.2.10 The Owner will provide timely review and response to inquiries in order to maintain an orderly progression
1.2.2.11 The Owner will furnish relevant design standards and Owner -furnished equipment specifications
1.2.2.12 The Owners agrees to pay for RAS review and inspection fees and for any costs incurred related to fire sprinkler
system design fees.
1.2.3 ARCHITECT
1.2.3.1 The services performed by the Architect, the Architect's employees and the Architect's consultants shall be as
enumerated in Article 1.4 and as enumerated elsewhere herein in attached and accompanying documents in supplemental
documents, and in related documents.
1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shall be consistent with the time periods established in Exhibit `B" and which may be
adjusted, if necessary and approved by the Owner, as the Project proceeds. This schedule shall include allowances for periods of
time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by
authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except
for reasonable cause, be exceeded by the Architect or the Owner.
1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3.4 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner
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1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3.4 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the
Owner.
1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors,
omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed by the Architect.
1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by the
Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management
or supervision of construction or installation provided by a separate construction manager or contractor, for the Contractor's
overhead and profit.
1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of
the land, rights-of-way and financing or other costs that are the responsibility of the Owner.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project. All of the Architect's designs and
work product under this Agreement, including but not limited to Tracings Drawings Estimates Specifications Investigations
Studies and other documents, shall be the property of the Owner, to be used as the Owner desires,• by execution of this Agreement
and in confirmation of the fee for services to be paid under this Agreement the Architect hereby conveys transfers and assigns to
the Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended all common law
copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed
under this Agreement. Conies may be retained by the Architect. The Architect shall be liable to the Owner for any loss or
damage to any such documents while they are in the possession of or while beim worked upon by the Architect or anyone
connected with the Architect, including agents, employees, consultants or subcontractors All documents so lost or damaged
shall be replaced or restored by the Architect without cost to the Owner. Nothing in this paragraph shall be deemed to include the
Architect's standard detail or standard features of overall design. or functional elements of overall design and or individual
design aspects and components the Architect has developed and/or used previously on other proiects
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner permission to reproduce the Architect's
Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply
with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar
permission from the Architect's consultants consistent with this Agreement. If and upon the date the Architect is adjudged in
default of this Agreement, the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and,
where permitted by law, to make changes, corrections or additions to the Instruments of Service for the purposes of completing,
using and maintaining the Project.
1.3.2.3 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another
party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor,
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1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to
the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate
written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data,
including any special limitations not otherwise provided in this Agreement.
1.3.2.5 Any plans and drawings prepared and submitted by the Architect to the Owner for approval on a minimum 24 -inch by
36 -inch or maximum 32 -inch by 42 -inch drafting sheet with all lettering processed in ink or pencil and clearly legible when the
sheets are reproduced and reduced to half size.
1.3.2.6 Upon completion of the construction of the Project the Architect shall within thirty (30) calendar days from receipt of
final -as -built mark-ups from the contractor, deliver to the Owner the reproducible Record Drawings and Record Specifications as
described supplementally herein. In addition, the Architect shall submit originals of all documents listed under Section 1.3.2.1
modified to actual as -built conditions as provided by the General Contractor.
1.3.2.7 The Architect shall have no liability for changes made to the drawings. Any such change shall be sealed by the architect
making that change and shall be appropriately marked to reflect what was changed or modified To the extent permitted by
the Owner agrees to indemnify, defend and hold harmless the Architect for any claims damages suits and loss of every kind and
nature for the unauthorized re -use of the Architect's Instruments of Service.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing. It is expressly understood
and agreed by and between the parties hereto that any alteration in schedule compensation and Change in Services shall be
effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized
by appropriate City Council or City Manager action It is expressly agreed by the parties that as to services hereunder, the total
sum of $29,600.00 shall represent the absolute limit of the Owner's liability to the Architect unless same shall be changed by
Supplemental Agreement hereto.
1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation.
If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance
with applicable law to comply with lien notice or filing deadlines prior to resolution of the matter by mediation.
1.3.4.2 The Owner and the Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation. Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in
advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date
of filing, unless stayed for a longer period by agreement of the parties or court order.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the
Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as
settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 The Owner and the Architect hereby expressly agree that no claims or disputes between the Owner and the Architect
arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including,
without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state arbitration
statute, except that in the event that the Owner is subject to an arbitration proceeding related to the Project, the Architect consents
to be joined in the arbitration proceeding if the Architect's presence is required or requested by the Owner for complete relief to
be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out
of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either
party's termination in accordance with Paragraph 1.3.8.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out
of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either
party's termination in accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas, and venue shall lie in Williamson County, Texas.
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General
Conditions of the Contract for Construction, as modified between the Owner and the Contractor.
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion
for acts or failures to act occurring prior to Substantial -Completion or the date of issuance of the final Certificate for Payment for
acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any
later than the date when the Architect's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document, A201, General Conditions
of the Contract for Construction, as modified between the Owner and the Contractor. The Owner or the Architect, as appropriate,
shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties
enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the Owner or the Architect.
1.3.7.6 Unless otherwise provided in this Agreement, the Architect and the Architect's consultants shall have no responsibility
for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to
make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to
be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least fourteen (14) days prior to the requested dates of execution. The Architect shall not be
required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
1.3.7.9 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives
to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the
Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect in substantial compliance with this Agreement, such failure may be
considered substantial nonperformance and cause for suspension of performance of services under this Agreement. If the
Architect elects to suspend services, prior to suspension of services, the Architect shall give fifteen 15 days' written notice to
the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused
the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non -disputed sums
due prior to suspension. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted.
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upon termination of this Agreement and shall be promptly delivered to the Owner in a reasonably organized form without
restriction on future use. Should the Owner subsequently contract with a new architect for continuation of services on the
Project, the Architect shall cooperate in providing information.
1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require the Owner to pay for any work which is
unsatisfactory as determined by the Owner's representative or which is not submitted in compliance with the terms of this
Agreement. The Owner shall not be required to make any payments to the Architect when the Architect is in default under this
contract, nor shall this section constitute a waiver of any right at law or at equity which the Owner may have if the Architect is
in default, including the right to bring legal action for damages or to force specific performance of this Agreement
1.3.9 PAYMENTS TO ARCHITECT
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation 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 adjudged to be liable.
1.3.9.2 Reimbursable Expenses are not included in this Agreement.
1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the
basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized
representatives at mutually convenient times.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and
other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the
Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both the Owner and the Architect. This Agreement comprises
the documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA Document
B141-1997, as herein amended.
1.4.1.2 Other documents as follows:
Exhibit "A" Scope of Services:
Exhibit `B" proposed Project Schedule,
"Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard
Form of Architect's Services, AIA Document B141-1997.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of ADA/TAS to
design and construct a facility for first occupancy later than January 26 1993 that does not meet the accessibility and usability
requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet such
requirements. The Architect will use its best professional efforts to interpret and meet applicable ADA/TAS requirements and
other federal, state and local laws, rules, codes, ordinances and regulations as they appy to the Project
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described herein, compensation shall be computed as follows:
The Architect's total compensation for services hereunder shall not exceed the sum of $29,600.00..
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation may be
adjusted.
1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one 1. 00)
times the amounts billed to the Architect for such services.
1.5.4 Other Reimbursable Expenses, if any, are as follows: None
1.5.5 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall
be adjusted in accordance with their normal salary review practices.
1.5.6 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for
services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this
Agreement.
1.5.7 Payments are due and payable thi 30 days from the date of the Architect's invoice, or not later than the time period
required under the Texas Prompt Payment Act. whichever is later. Non -disputed amounts unpaid six 60 days after the invoice
date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the
principal place of business of the Architect.
Payments hereunder shall be made in accordance with the Prompt Payment Act
1.5.8 Terms of this Agreement (pages 1-9) shall supersede any conflicting terms in Exhibit "A" or Exhibit "B."
[Signatures appear on the following page.]
0
This Agreement entered into as of the day and year first written above.
OWNER ARCHITECT
CITY OF ROUND ROCK, TEXAS R.GILL & ASSOCIATES
By:�C�� By: -r�Y- - Cd! a-1
ity Manager, Laurie Hadley (�
Date: 1 / �Y Date: 2v
ATTEST:
By: ��% 1► ✓ `� of�
Sara L. White, City Clerk
FOR CI Y,PROVED AS TO FORM:
B: J
Ste T
an L. Sheets, City ttorney
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EXHIBIT "A"
SCOPE OF SERVICES
February 12, 2016
Richard Will
Superintendent Building Construction
General Services Division
212 Commerce Blvd
Round Rock, Texas 78664
Re: Scope Proposal for Architectural Design Services for the Fireball Grill at Dell Diamond
Round Rock, Texas. The structure is to be a one-story metal building shell structure with
finishes and equipment to match the previous building. The building is to be reconstructed on
the existing slab, designed to match the previous design and modified to include compliance
with the current Building Codes used by the City of Round Rock.
Attn: Richard Will
I appreciate the opportunity to provide this proposal for architectural design services for the
above referenced project. R.Gill & Associates (RGA the Firm) will provide professional
design services in accordance with my understanding of the scope of work as outlined below.
1.0 SCOPE OF WORK
1.1 SCOPE OF THE PROJECT
1.1.1 The scope of the project includes the construction documents for one building as
described above totaling ± 3,600 square foot. Drawings provided will include the
following information:
• Architectural Site Plan
• Shell and Finish -out to match previous Structure.
• Roof Plan
• Exterior Elevations illustrating all four (4) elevations.
• Typical Building Sections
• Typical Wall Sections/ Details
• Schedules
• Specifications to include all the bid documentation as required by the
City of Round Rock
1.1.2. The Foundation for the building will be the existing foundation.
1.1.3 Fire Sprinkler design to be done by Fire King of Bastrop and will be
coordinated by the Architect but is not included in this proposal.
1.1.4 The Kitchen Equipment will be shown with proper connections on the
drawings per information furnished by the Owner or their representative.
1.1.5 Mechanical, Electrical, and Plumbing Engineering is included in this proposal
and will be provided by outside Consultants and coordinated by RGA.
1.2 SCOPE OF WORK AS OUTLINED BY THE O WNER
• The building will need to be updated to the current building codes and
ADA requirements
• The building will be built back to original plans with changes only to
update to code and advances in equipment
• CORR Fire Dept has instructed the building will need a sprinkler
system. Fire King has been contacted by the City to provide initial
pricing for budgeting on design and installation.
• Fire King, 106 Shooting Star, Bastrop, TX — Virgil King — 512-425-
02712.
• Architect/ Engineer will need to meet with CORR Developmental
Services during design.
• Architect/ Engineer will need to present the project to CORR DSO/
Building Inspection for Permitting before the City will bid the project
• Target date for releasing the project for bid is May 1 st, 2016
• CORR's Building Construction Dept will bid the project and award a
contractor; Architect participation in the CSP scoring selection is
required
• Target date for contractor award is July 14th, 2016
• Construction management to include site visits and availability by
phone and email to the A/E team
• Record Documents to be original digital searchable PDF's, Plan pages
in PDF set and enumerated PDF set.
1.3 ASSUMPTIONS, CLARIFICATIONSAND EXCLUSIONS
1.3.1 Site observation during construction is included.
1.3.3 Printing cost is not included in the fee.
1.3.4 Landscape design, is not included in this proposal.
1.3.5 RGA will work with the owner on the proposed time line as defined in 1.2
above.
1.3.6 No Civil Engineering services are included in this Agreement. The City will
make arrangements for the extension of the fire line to provide a fire sprinkler
system to the building.
1.3.7 The fee for Registration, Review, and Inspection of the project with a RAS is
not part of this Agreement.
2.0 COMPENSATION
2.1 BASIC SER VICES
2.1.1 RGA will provide the architecture design and construction document services
as defined in Section 1.0 of this proposal for a fixed fee of $29,600.00.
2.2 ADDITIONAL SERVICES
2.2.1 Compensation for additional services will be billed on an hourly basis of sixty-
five dollars ($65.00) per hour for drafting and principals time at one hundred
eighty ($180.00) per hour.
2.2.2 Work performed by RGA, which is, either described below or not specifically
included in the Proposed Scope of Services, constitutes Additional Services
and are not included in the fee noted above. These services include:
2.2.2.1 Travel and subsistence for conferences, deliveries or trips not
defined by the scope of work for this proposal outside of the
immediate City of Round Rock, area.
2.2.2.2 Permits and fees except as described in 1.2 above.
2.2.2.3 Revisions to substantially completed construction documents or
design calculations occasioned by changes in the scope of the
project.
2.2.2.4 Revisions to substantially completed construction documents to
indicate or incorporate as -built conditions outside of the described
scope of work contained within this proposal.
2.2.2.6 Construction phase representation and/or engineering services
except as defined in this proposal.
3.0 GENERAL CONDITIONS OF THE PROPOSAL
3.1 The Firm shall perform the services outlined in this Agreement for the stated
fee arrangement.
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3.2 Access To Site:
Unless otherwise stated, the Firm will have access to the site for activities
necessary for the performance of the services. The Firm will take precautions
to minimize damage due to these activities, but have not included in the fee the
cost of restoration of any resulting damage.
3.3 Fee: Lump Sum of Thirty Nine Thousand Six Hundred Dollars ($29,600.00)
payable as follows:
1. Construction Document Phase
70%
$
20,720.00
2. Bid Phase
5%
$
1,480.00
3. Construction Observation Phase
25%
$
7,400.00
Total Fee
100%
$
29,600.00
3.3.1 Billings/Payments: Invoices for the Firm's services shall be submitted, at the
Firm's option, either upon completion of such services or on a monthly basis.
Invoices shall be payable within 14 days after the invoice date. If the invoice
is not paid within 30 days, the Firm may, without waiving any claim or right
against the Client, and without liability whatsoever to the Client, terminate the
performance of the service. Retainers shall be credited on the final invoice.
3.3.2 Late Payments: Accounts unpaid 60 days after the invoice date may be
subject to a monthly service charge of 1.5% on the then unpaid balance
(18.0% true annual rate), at the sole election of the Firm. In the event any
portion or all of an account remains unpaid 90 days after billing, the Client
shall pay all costs of collection, including reasonable attorney's fees.
3.4 Indemnification:
The Client shall indemnify and hold harmless the Firm and all of its personnel
from and against any and all claims, damages, losses, and expenses
(including reasonable attorney's fees) arising out of or resulting from the
performance of the services, provided that any such claim, damage, loss or
expense is caused in whole or in part by the negligent act, omission, and/or
strict liability of the Client, anyone directly or indirectly employed by the Client
(except the Firm), or anyone for whose acts any of them may be liable.
3.5 Risk Allocation:
In recognition of the relative risks, rewards and benefits of the project to both
the Client and the Firm, the risks have been allocated such that the Client
agrees that, to the fullest extent permitted by law, the Firm's total liability to
the Client for any and all injuries, claims, losses, expenses, damages, or
claim expenses arising out of this agreement from any causes or causes,
shall not exceed the total Architectural fee. Such causes include, but are not
limited to, the Firm's negligence, errors, omissions, strict liability, breach of
contract or breach of warranty.
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3.6 Termination of Services:
This agreement may be terminated by the Client or the Firm should the other
fail to perform its obligations hereunder. In the event of termination, the Client
shall pay the Firm for all services rendered to the date of termination, all
reimbursable expenses, and reimbursable termination expenses.
3.7 Ownership of Documents:
Documents produced by the Firm under this agreement shall remain the
property of the Firm and may not be used by the Client for any other
endeavor without the written consent of the Firm and the architect agrees that
the design will not be used for any other project without the written consent of
the Client.
3.8 Dispute Resolution:
Any claim or dispute between the Client and the Firm shall be submitted to
non-binding mediation, subject to the parties agreeing to a mediator(s). This
agreement shall be governed by the laws of the principal place of business of
the Firm.
* * * * * * * * * * *
Architect
Offered By:
(Signat a (D e)
Ray Gill, Jr. /Architect
Texas Board of Architectural Examiners, 333 Guadalupe Suite 2-350, Austin, Texas
78701 telephone (512) 305-9000 who has jurisdiction over individuals licensed
under the Architects' Registration Law. Texas Civil Statutes, Article 249a.
Architectural Design Team: Responsible for the Architectural work and
coordination of all Consulting engineers.
Ray Gill, Jr., Architect
Dale Littlefield, Architect
Structural Engineer: Larry Fishier, 360 Engineering, Round Rock, Texas.
Mechanical, Electrical, and Plumbing Engineer: Henry Romo, P.E., Burnet,
Texas.
EXHIBIT "B"
PROPOSED SCHEDULE
FIREBALL GRILL
ARCHITECTURAL DESIGN & CONSTRUCTION DOCUMENT SCHEDULE
• Begin Design and Construction document phase March 1, 2016
• Complete Construction Documents April 29, 2016
• Building Permit Review May 1, 2016
• Building Permit Review Complete May 20,2016
• Document Review and Drawing Changes Begin May 23,2016
• Project Out to Bid
• Project Bid Opening
June 1, 2016
June 30, 2016
SUPPLEMENTAL AGREEMENT NO. 1
CITY OF ROUND ROCK §
STATE OF TEXAS § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This document is entitled Supplemental Agreement No. 1, and it supplements "City of Round
Rock Agreement for Architectural Services" for the following Project:
Professional architectural services from R.Gill& Associates related to the following:
construction of a new Fireball Grill at City -owned property located at Dell Diamond,
3400 East Palm Valley Boulevard, Round Rock, Texas.
Professional services for this Project shall include, but not be limited to Construction
Documents, Bidding, and Construction Observation. Architect shall be the Architect of
Record, and shall be in charge of coordination of consultants.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the day of February, 2016, and likewise is by and between
the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of
Williamson and Travis Counties, Texas (hereinafter referred to as "City" and/or "Owner") and R.GILL &
ASSOCIATES, with offices located at 100 Bunny Run Lane, #100, Horseshoe Bay, Texas 78657
(hereinafter referred to as "Architect").
WITNESSETH:
WHEREAS, as is recited in the Agreement this document supplements, City intends to provide
architectural services for the described project (hereinafter called the "Project"). Architect's services are
desired for purposes including but not limited to being architect of record, coordinating consultants,
planning, civil, architectural, design, structural, mechanical/electrical/plumbing engineering services,
document production, bidding -related services, and construction observation services related to the
Project. Total compensation for Architect's services under this Agreement shall not exceed the
following: $29,600.00.
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract
with Architect for the delineated professional services, and for the administration of the Construction
Contract during construction of the Project, all as previously and hereinafter stipulated and within the
limits the City has budgeted or will budget therefor; and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed
to provide such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the Agreement this document supplements and herein, hereby agree as follows:
00352468/ss2
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in the Agreement this
document supplements and herein.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as
recited in the Agreement this document supplements and herein.
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly
authorized by City Council Resolution or City Manager action, Architect's total compensation hereunder
shall not exceed Twenty -Nine Thousand Six Hundred and No/100 Dollars $29,600.00. These amounts
represent the absolute limit of City's liability to Architect under this Agreement, unless same shall be
changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and
include document production, bidding -related services, and construction observation services. Architect
agrees that upon execution of this Agreement, it will submit to City within ten (10) days a list of all
additional consultants it intends to utilize, not previously identified in Architect's proposal, delineating
their respective tasks. All of Architect's consultants shall be subject to the approval of the City through its
City Manager, and City reserves the right to reject any consultant. Architect shall perform all work
hereunder in a manner satisfactory and acceptable to the City, represented by its City Manager or his
designee, hereinafter referred to as "Director." A Performance Schedule shall be agreed to by Architect
and Director, and Architect agrees to use its best efforts to complete all services hereunder in accordance
with such Performance Schedule. All services shall be performed to the highest professional standard.
2.02 Construction Documents Phase. Architect shall provide the following Construction
Documents Phase Services: as delineated in the Agreement this document supplements and herein, and as
follows:
(1) Architect shall prepare from the approved Design Development Documents and updated
budget for the Cost of the Work, for consideration of and approval by Director,
Construction Documents, which documents shall set forth in detail the requirements of
the entire Project, including the necessary bidding information prepared in such a way to
allow City, if it so desires, to advertise for the award of one or more contracts for the
construction and completion of the entire Project, or any phase thereof, and Architect
shall assist City in preparation of the Bidding Forms, shall utilize without modification
City's standard General and Supplementary General Conditions, and shall draft all
Special Conditions of the Contract. City's standard form of Contract between City and
the Contractor shall also be utilized, along with City's form of Bid Bond, Performance
Bond and Payment Bond. Architect shall also compile the Project Manual that includes
the Conditions of the Contract for Construction and Specifications and may include
bidding requirements and sample forms. City shall provide all standard documents for
2
Architect to include in the Project Manual.
(2) Architect shall file five (5) complete sets of proposed Construction Documents with
Director for review and official approval prior to the advertisement of bids for the
construction of the Project, and within the agreed Performance Schedule following
approval of the Design Documents. Following approval, Architect shall prepare and have
on hand additional sets as needed for bidding purposes. Should additional sets be
required, Architect will be reimbursed for same as an eligible reimbursable expense, upon
approval in advance by City. Architect shall also file with Director at said time, the
following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall be returned to Architect to print contract documents when the
signatures of City officials have been properly affixed).
(b) Four (4) unbound copies of the approved Project Construction Manual for
subsequent binding with signed construction contracts. The Project Construction
Manual shall include General and Supplementary General Conditions;
Specifications and Special Provisions; Advertisement, Instructions to Bidders
and Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment
Bond Forms; approved Wage Rates; Federal regulations if applicable to the
Project; and other required documents for construction of the Project.
(3) Architect shall be solely responsible for obtaining the prior approval of the Texas
Department of Licensing and Regulation prior to submittal of all Construction
Documents to City for approval. Any fees charged by the Department for this approval
shall be paid by Architect as a reimbursable expense.
2.03 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding/Negotiation
Services: as delineated in the Agreement this document supplements and herein, and as follows:
Following City's approval of the Construction Documents and of the latest Statement of Probable
Construction Cost, Architect shall assist City in awarding a construction contract following legal public
bid requirements. Architect shall arrange for procuring the reproduction of Bidding Documents,
distributing same to prospective bidders, and maintaining records. Owner shall be responsible for
payment for the costs of reproduction of such documents, either directly or through reimbursement to
Architect. During the bid process, Architect shall assist City as follows:
(1) Jointly conducting pre-bid conferences, including on-site visits as required, to endeavor
to assure that bidders understand the Construction Documents, the various on-site
conditions, and the coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders, and providing clarifications
and interpretations of the Bidding Documents to all prospective bidders in the required
form of addenda to Contract Documents.
(3) Assisting in the opening of bids, tabulation and evaluation of bids received, and advising
on award of the contract.
(4) Jointly conducting pre -award conferences where necessary.
Architect's assistance to City shall include submitting written reviews and recommendations for
awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific
bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents.
2.04 Construction Observation Phase. Architect shall provide the following Construction
Observation Phase Services: as delineated in the Agreement this document supplements and herein, and
as follows:
The Construction Phase will commence with the award of the first Construction Contract and will
terminate following the final one-year warranty inspection of the completed Project, correction of all
defects in Project materials and workmanship, and resolution of all Project -related claims and disputes.
During the Construction Phase, Architect shall provide the following services:
(1) Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General
Conditions. Architect's assigned authority thereunder will not be substantially modified
without Architect's written consent.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a forn prepared or approved by
Architect and will include a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification
requested.
(3) If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. When making such interpretations and initial decisions, Architect will
endeavor to secure faithful performance by both Owner and the Contractor, will not show
partiality to either, and will not be liable for the results of interpretations or decisions so
rendered in good faith.
(5) Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
(6) Architect shall report to Owner all known and substantial deviations from the Contract
Documents and most recent construction schedule submitted by the Contractor.
However, Architect will not be responsible for the Contractor's failure to perform work
in accordance with requirements of the Contract Documents. Architect will be
responsible for Architect's acts or omissions, but will not have control over or charge of
and will not be responsible for acts or omissions of the Contractor, Subcontractors, or
4
their agents or employees, or any other persons or entities perfonning portions of the
work.
(7) Architect will at all tunes have access to the work wherever it is in preparation or in
progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about
matters arising out of or relating to the Contract Documents. Communications by and
with Architect's subconsultants will be through Architect.
(9) Architect, as a representative of City, shall advise and consult with Director and will keep
City informed in writing through him of the progress of the Project, including percent
complete on a monthly basis, during the Construction Phase; and after issuance of the
"work order" to proceed with the work, all of City's instructions to its Contractors will be
issued through Architect. Architect will have authority to act on behalf of Owner only to
the extent provided in this Agreement unless otherwise properly modified by written
amendment.
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
itself with the progress and quality of the work, and to detennine if the work is
proceeding in substantial accordance with the Contract Documents. Architect's site
observations may be conducted with Owner's designated representative to check
conformance of the work with the requirements of the Contract Documents and to verify
the accuracy and completeness of the list submitted by the Contractor of work to be
completed or corrected. Field Reports of each visit shall be prepared by Architect and
submitted to City. Architect shall employ reasonable measures to safeguard City against
defects and deficiencies in the work of the Contractor. Architect shall not be responsible
for the construction means, methods, techniques, sequences of procedures, nor for the
safety precautions and programs employed in connection with the work. However,
Architect will immediately inform Director whenever defects and deficiencies in the
work are observed, or when any observed actions or omissions are undertaken by the
Contractor which are not in the best interests of City and the Project.
(11) Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine, monthly, the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to
Director for approval and payment. These certifications shall constitute a representation
by Architect to City, based on observations at the site and other data comprising the
application for payment, that the work has progressed to the point indicated; that to the
best of Architect's knowledge, information and belief, the quality of the work is in
accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate); and that the Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect to the Contractor, Subcontractors, material and equipment suppliers, their
agents or employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to the execution and progress of the work or the interpretation of the
Contract Documents, based upon such review and analysis by Architect as may
reasonably be required. In the event of litigation, where Architect is named as an
additional party with the City, such assistance will include the availability of
knowledgeable witnesses in the employ of Architect for expert testimony.
(14) Architect shall use its best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
confonnance only with the design concept of the Project and with the information given
in the Contract Documents. Architect shall establish and implement precise procedures,
to be approved by City's Director, for expediting the processing and approval of these
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
(15) Architect shall prepare Change Orders and/or Construction Change Directives to the
construction contract, in six (6) copies, after review and approval by City. Each Change
Order shall be specific and final as to prices and extensions of time, with no reservations
or other provisions allowing for future additional money or time as a result of the
particular changes identified and fully compensated in the Change Order. Architect's
compensation for preparation of Change Orders, if any, shall be determined by Section
2.09(1) below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and
final completion, shall receive written guarantees and related documents assembled by
Contractor for submittal with the final Certificate of Payment, and shall prepare and
present final Certificate for Payment to Director for City's approval and payment. In
addition, Architect shall snake inspection of the Project at least thirty (30) days before the
expiration of the one (1) year warranty contained in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(18) Architect shall have authority to order minor changes in the construction work, consistent
with the Contract Documents, and not involving an adjustment in the Contractor's bid
price or an extension of the Project Schedule. Such changes shall be accomplished by
Field Order. In addition, Architect may issue written Field Orders which interpret the
Plans and Specifications, with copies submitted to City's Director.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and
final location of mechanical and electrical service lines and outlets, based upon marked -
up prints of drawings and other data furnished by the Contractor to Architect. Architect
shall provide Record Construction Specifications which will identify the changes in the
specifications on a sheet, which sheet will be inserted at the beginning of each section to
which they pertain.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1)
consent of surety or sureties, if any, of reduction in or partial release of retainage or the
making of final payment; and (2) affidavits, receipts, releases and waivers of liens or
bonds indemnifying Owner against liens.
2.05 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion of the prime
general contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project.
Architect shall then prepare a list of work which needs to be done by each prime contractor to satisfy that
prime contractor's warranty obligations to City. For any non -warranty involvement of Architect,
payments shall be made based upon the Hourly Rate Schedule contained in this Agreement.
2.06 Project Representation Beyond Basic Services. In the event that circumstances should develop
whereby continuous, full-time representation at the Project site is required, the conditions under which
such representation shall be furnished and the Project Representatives selected, employed and directed
shall be governed by an additional written Supplemental Agreement between City and Architect.
2.07 Additional Services. Architect shall perforin Additional Services, as requested by City, after a
not -to -exceed amount has been mutually agreed upon in writing by Director and Architect. Where City
Council or City Manager authorization is required, Architect shall not proceed until the appropriate
Resolution or directive for such Additional Services has been delivered. The following services are not
covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional
Services are authorized in writing by Director in advance of their performance, they shall be paid for in
the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City. If
changes are required to be made because of error, oversight, clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as may be required
in connection with the replacement of such work, unless damage was the result of
Architect's error.
(3) Providing other extraordinary professional services over and above the contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast-track" the Project.
(4) Providing construction phase services more than twelve (12) months after the start of
construction of the Contractor's Notice to Proceed, whichever occurs first.
7
(5) Performing more than two (2) reviews of each shop drawing, product data item, sample
or similar submittal from the Contractor.
(6) Providing more than twenty-four (24) site visits/construction meetings over the duration
of the Project.
(7) Providing more than two (2) inspections for any portion of the Work to detennine
whether such portion of the Work is substantially complete in accordance with the
requirements of the Contract Documents.
(8) Providing more than one (1) inspection for any portion of the Work to determine Final
Completion.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized to
act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining
thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and other
trade pen -nits will be the responsibility of the construction contractor. Any charges which may be assessed
for tap fees will be paid by City and are not to be included by Architect in the Specifications for the
Project.
3.05 Miscellaneous items. City will also provide Architect with such items as two (2) copies of the
City of Round Rock General and Supplementary General Conditions for Building Construction,
Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Fonns, Bid Advertisement
Form, and such other information and materials as may be necessary and practicable for the orderly and
expeditious process of the work and the awarding of the Construction Contract. To the extent practicable,
these documents shall be utilized in the preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this
Project has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also
include in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the
lowest responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project is still
less than the fixed limit of total Budgeted Construction Cost for the Project, City shall pay Architect fees
for Basic Services in accordance with this Agreement.
4.02 Procedures if Bid(s) Exceed Budgeted Construction Costs. If the lowest responsible bid
exceeds its portion of the fixed limit of total Budgeted Construction Cost for the Project, City at its option
may either (1) give written approval of an increase in such fixed limit, with no obligation to increase
Architect's fee, or (2) authorize rebidding within a reasonable time, or (3) cooperate in revising the
Project scope and quality as required to reduce the Probable Construction Cost. In the case of (3), if the
lowest responsible bid exceeds the Budgeted Construction Cost by more than ten (10%), Architect,
without additional charge, shall immediately modify the Drawings and Specifications as necessary to
bring the Project cost within the budgeted fixed limit, or within any higher fixed limit subsequently
authorized by City. Providing this service shall be the limit of Architect's responsibility in this regard,
and having done so, Architect shall be entitled to his fees in accordance with this Agreement. If the
lowest responsible bid is within ten percent (10%) of the Budgeted Construction Cost, the Architect shall,
upon the City's request and as an Additional Service, make revisions to Drawings and Specifications to
reduce the Probable Construction Cost. However, when the excess is due to changes initiated by
Architect in scope, basic systems or the kinds and quality of materials, finishes or equipment, Architect
shall make revisions at no additional cost to City.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are not included in the total not -to -exceed fee
delineated in the Agreement this document supplements and herein.
5.02 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the
Texas Department of Licensing and Regulation for review and approval of design or development
documents shall be reimbursable.
5.03 Texas Natural Resource Conservation Commission fees. Any related fees charged to Architect
by the Texas Commission on Environmental Quality shall be reimbursable.
5.04 Special Consultants. If the employment of special consultants for specialized design services is
authorized by City, (for example, special lighting and landscape consultants, special soil mechanics
engineers, communications consultants, etc.), fees for other than normally required architectural,
structural, mechanical, electrical and civil engineering services and the Basic Services hereinbefore
defined, shall be reimbursable.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each phase, as delineated in the Agreement this document
supplements and herein.
As to the Construction Observation Phase fee apportionment, Architect shall invoice for equal
monthly payments based upon the contractually -stipulated Construction Period.
we
6.02 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.03 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
6.04 Abandonment. If any work designed or specified by Architect during any phase or subphase is
abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account
of it prior to receipt of written notice from City through its Director of such abandonment or suspension.
6.05 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be in a form to be specified by Director. All payments to
Architect shall be made on the basis of the invoices submitted by Architect and approved by Director.
Such invoices shall conforn to the schedule of services and costs in connection therewith set out
hereinabove. All Reimbursable Expenses shall be clearly shown. Should additional backup material be
requested by Director, Architect shall comply promptly with such request. In this regard, should Director
determine it necessary, Architect shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
6.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Architect and to adjust the same to meet the requirements of the
Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later
than the time period required under the Texas Prompt Payment Act; however, under no circumstances
shall Architect be entitled to receive interest on payments which are late because of a good faith dispute
between Architect and City or because of amounts which City has a right to withhold under this
Agreement or state law.
6.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against
any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due
arises pursuant to the terns of this Agreement or otherwise and regardless of whether or not the debt due
to City has been reduced to judgment by a court.
ARTICLE VII
ARCHITECT'S ACCOUNTING RECORDS
7.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining
to the Project, and records of accounts between City and Architect shall be kept on a generally recognized
accounting basis and shall be available to City or its authorized representatives at mutually convenient
times.
ARTICLE VIII
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that Director may cancel or indefinitely suspend further work hereunder or
tenninate this Agreement either for cause or for the convenience of City, upon fifteen (15) days' written
notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor
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being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily
completed and shall be compensated in accordance with the terns of this Agreement for all work
accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All
plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall
become the property of City upon termination of this Agreement, and shall be promptly delivered to City
in a reasonably organized form without restriction on future use. Should City subsequently contract with a
new architect for continuation of services on the Project, Architect shall cooperate in providing
information.
8.02 Default. Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as detennined by Director or which is not submitted in compliance with the terns of this
Agreement. City shall not be required to make any payments to Architect when Architect is in default
under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which
City may have if Architect is in default, including the right to bring legal action for damages or to force
specific performance of this Agreement.
ARTICLE IX
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS,
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for Construction'', are
to be used by Architect without modification; however, City may, upon prior consultation, approve of any
changes that may be necessary for specific cases or instances. Any special conditions pertaining to the
Project that are approved by City will be included under the Special Conditions portion of the
Construction Documents.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute
arising hereunder shall be submitted to Director, whose decision in the matter shall be final and binding.
ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a
release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other
documents and work; nor shall such approval be deemed to be an assumption of such responsibility by
City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other
documents prepared by Architect, his employees, subcontractors, agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and
expenses for personal injury (including death), property damage or other harm for which recovery of
damages is sought, suffered by any person or persons, that may arise out of or be occasioned by
Architect's breach of any of the terns or provisions of this Agreement, or by any negligent act or
omission of Architect, his officers, agents, associates, employees or subconsultants, in the performance of
this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability
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resulting from the negligence of City, its officers, agents, employees or separate contractors, and in the
event of joint and concurrent negligence of both Architect and City, responsibility and indemnity, if any,
shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however,
waiving any governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties
hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or
entity.
10.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend,
indemnify, and hold harmless City, its officers, agents and employees, against a claim that any of the
Designs, Plans or Specifications prepared by Architect, its employees, associates or subconsultants,
pursuant to this Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily,
regardless of whether or not City is proven to have actively induced or contributed to the infringement.
Architect will pay any and all resulting costs, damages and attorney's fees finally awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense of all related settlement negotiations.
(a) If Architect defends the City against such claims, the City Attorney of City shall
be kept informed of settlement negotiations, and shall execute any settlement
agreement reached by Architect on City's behalf.
(b) Architect's defense and indemnification under this section is conditioned on
City's agreement that if any of the designs, plans or specifications, become, or in
Architect's opinion are likely to become, the subject of such a claim, City will
permit Architect, at Architect's option and expense, either to procure the right for
City to continue using the designs, plans or specifications or to replace or modify
the same so that they become non -infringing; and if neither of the foregoing
alternatives is available on terns which are reasonable in Architect's judgment,
City, to the extent City is legally able to do so, will cease using the designs, plans
or specifications on written request of Architect, in which instance City has the
sole option to either require Architect to perforin new design work at Architect's
sole expense, or to tenninate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based
upon the modification or alteration of the designs, plans or specifications
prepared under this Agreement subsequent to the Project by City, or by any
engineering consultant subsequently employed by City.
(d) The foregoing states the entire obligation of Architect with respect to
infringement of patents and copyrights.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the tern of this
Agreement the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable
to City. Failure to maintain the minimum insurance coverage during the tern of this Agreement shall be
considered a material breach of the Agreement.
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10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to maintain
during the term of the Contract, at the subconsultant's own expense, the same stipulated minimum
insurance required in Section 10.04 above, including the required provisions and additional policy
conditions as shown below in Section 10.06, unless specifically waived by the City Manager. As an
alternative, Architect may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Architect's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds and that the Architect agrees to provide Workers'
Compensation coverage for the subconsultants and their employees.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in order
to assure compliance with the insurance requirements. Architect must retain the certificates of insurance
for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. City shall be entitled, upon request and without expense, to
receive copies of these certificates of insurance.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, or non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, or non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for payment
of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Architect.
(3) The Term "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City of
Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's Self -Insured Retentions of
whatever nature.
10.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by
Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum
coverage in force to be filed with the City.
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ARTICLE XI
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
11.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall
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 all local, State and
National boards, bureaus and agencies. Architect shall further obtain all pen -nits and licenses required in
the performance of the professional services contracted for herein.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services
perforned hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the
Texas Limited Sales, Excise, and Use Tax Act.
ARTICLE XII
TERM
12.01 Term. Unless sooner tenninated in accordance with the applicable provisions hereof, or extended
by mutual agreement approved by City's Director, the tern of this Agreement shall be from the date
hereof until final completion of the Project and all architectural/engineering and construction
administration services in connection therewith, including the final one (1) year warranty inspection, and
resolution of any outstanding Project -related claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is
of critical importance, and agrees to undertake all necessary efforts to expedite the performance of
services required herein, so that construction of the Project will be commenced as scheduled. In this
regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and
timely accomplish all services required under this Agreement in the highest professional manner.
ARTICLE XIII
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
13.01 Financial Interest Prohibited. Architect covenants and represents that Architect, 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 will be recommended or required for the
construction of the Project.
13.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall not be
disclosed to any third parties without the prior written consent and approval of City's Director.
ARTICLE XIV
GENERAL PROVISIONS
14.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any
failure of Architect to complete the services for each phase of this Agreement within the agreed Project
Performance Schedule will constitute a material breach of this Agreement. Architect shall be fully
responsible for its delays or for failures to use his best efforts in accordance with the terns of this
Contract. Where damage is caused to City due to Architect's failure to perforin in these circumstances,
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City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any
of City's additional legal rights or remedies.
14.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is
prevented from performing any of its obligations hereunder by reasons for which it is not responsible or
circumstances beyond its control. However, notice of such impediment or delay in performance must be
timely given, and all reasonable efforts undertaken to mitigate its effects.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet
or transfer any interest in this Agreement without prior written authorization of City's Director.
14.04 Amendments. This Agreement, representing the entire agreement between the parties, may only
be amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson
County, 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 Contract shall be governed by and construed in accordance with the laws and court decisions of the
State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as
follows:
City Manager, City of Round Rock Stephan L. Sheets, City Attorney
221 East Main Street and to: 309 East Main Street
Round Rock, Texas 78664 Round Rock, Texas 78664
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
R.Gill & Associates
100 Bunny Run Lane, #100
Horseshoe Bay, Texas 78657
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed by its
City Manager, and R.Gill & Associates, signing by and through its duly authorized representative,
thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full
performance of the terms and provisions of this Contract.
CITY OF ROUND ROCK, TEXAS
R.GILL & ASSOCIATES
By: :LL .Ccs% �C By: -- C� ,
Laure Hadley, di Manager
Date:
ATTEST:
ti
By:
Sara L. White, City Clerk
FOR CITY, A P VED AS TO FO
By..
Stephan V. Sheets, City Attorney
Date:
THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS
78711-2337 OR 333 GUADALUPE, SUITE 2-350, AUSTIN, TEXAS 78701-3942, TELEPHONE (512)
305-9000, HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS'
REGISTRATION LAW, TEXAS CIVIL STATUTES, ARTICLE 249a.
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ROUND ROCK City of Round Rock
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement for Architectural Services and
accompanying Supplemental Agreement No. 1 with R. Gill & Associates.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 3/11/2016
Dept Director: Chad McDowell
Cost:
Indexes:
Attachments: LAF Ray Gill.pdf
Department: General Services Department
Text of Legislative File CM -2016-1059
Consider executing an Agreement for Architectural Services and accompanying Supplemental Agreement
No. 1 with R. Gill & Associates.
Ray Gill and Associates were the original architects on the Dell Diamond project and bring their prior
knowledge to the project. Last season, the Dell Diamond Fireball Grill was destroyed by fire.
This contract consists of the design of a 3,500 SF concessions building including a full service kitchen,
serving area, and covered patio. Building specifications and dimensions should be an exact replication of
the building prior to demolition with the exceptions of necessary changes to have the building meet
current building codes and regulations. Ray Gill and Associates will be providing Construction design and
Documents, Bidding Consultation, Construction Administration, and Record Documents.
The cost for this contract is $29,600.
Staff recommends approval
City of Round Rock Page 1 Printed on 3/1512016