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CM-2016-1118 - 5/27/2016CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES RELATED TO AN ARCHITECTURAL FEASIBILITY STUDY FOR THE RELOCATION OF THE STAGECOACH INN WITH ARCHITEXAS THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for professional consulting services related to a feasibility study for the relocation of the Stagecoach Inn (the "Agreement") is made by and between the CITY OF ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299, (the "City") and ARCHITEXAS, located at 2900 South Congress Avenue, Suite 200, Texas 78704 (the "Consultant"). RECITALS: WHEREAS, City has determined that there is a need for consulting services to determine the feasibility of relocating the Stagecoach Inn; and WHEREAS, City desires to contract for such professional services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.0 EFFECTIVE DATE, DURATION, AND TERM This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The term of this Agreement shall be for twelve (12) months or until full and satisfactory completion of the work specified herein is achieved, whichever occurs first. City reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 00357354/ss2 2.0 SCOPE OF SERVICES Consultant shall perform its services in accordance with the attached document (hereinafter referred to as "Scope of Work" and attached as Exhibit "A" and incorporated herein for all purposes). Consultant shall satisfactorily provide all services and deliverables described under the referenced Scope of Work in the schedule set forth in the Scope of Work. Consultant's undertakings shall be limited to performing services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform its services in a professional and workmanlike manner. Consultant shall not undertake work that is beyond the Scope of Work set forth in Exhibit "A," however, either party may make written requests for changes to the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described in Section 8.0 hereof. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference to the terms and/or conditions set forth in pages one (1) through thirteen (13) of this Agreement. 3.0 PAYMENT FOR SERVICES A. Not -to -Exceed Fee for Services: In consideration for the consulting services to be performed by Consultant, City agrees to pay Consultant in accordance with the hourly fees set forth in Exhibit "A," in a cumulative amount not -to -exceed Twenty -Six Thousand and No/100 Dollars ($26,000.00) for services rendered as described in the attached Exhibit "A." This amount represents the absolute limit of City's liability to Consultant hereunder unless same shall be changed by Supplemental Agreement, and City shall pay, strictly within the not -to -exceed sum recited herein. B. Payment for Reimbursable Expenses: Payment for reimbursable expenses for expenses describe in Exhibit "A" shall not exceed Eight Hundred and No/100 Dollars ($800.00) which shall be in addition to the not -to -exceed fee set forth in the above paragraph A. 4.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for professional services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the City. Such invoices shall conform to- the schedule of services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it 0) necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 6.0 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant's net income. 5.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 6.0 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then - current fiscal year. 7.0 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 8.0 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. Default: Either party may terminate this Agreement, in whole or in part, for default if the Party provides the other Party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the Parties). If default results in termination of this Agreement, then the City shall give consideration to the actual costs incurred by Consultant in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete 4 the useable work, and other factors will affect the value to the City of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating Party and the terminated Party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 9.0 NON -SOLICITATION All parties agree that they shall not directly or indirectly solicit for employment, employ, or otherwise retain staff of the other during the term of this Agreement. 10.0 INSURANCE REQUIREMENTS Consultant shall meet all City of Round Rock insurance requirements as required by the City's Purchasing Department as set forth at: http://www.roundrocktexas.gov/wp- content/uploads/2014/12/corr insurance 07.20112.pdf 11.0 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the City agree to the following rights consistent with an independent contractor relationship: (1) Consultant has the right to perform services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. 5 (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 12.0 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement; and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City's confidential information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the confidentiality of the other party's Confidential Information and to advise their employees of the confidential nature of the Confidential Information and of the prohibitions herein. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (2) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (3) is independently developed by the recipient without any reliance on Confidential Information; or (4) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information of the other to a third party as may be required by law, statute, rule or regulation, including subpoena or other similar form of process, provided that (without breaching any legal or regulatory requirement) the party to whom the request is made provides the other with prompt written notice and allows the other party to seek a restraining order or other appropriate relief. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement; and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement. 13.0 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re -perform any work no in compliance with this representation. 14.0 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. In no event shall Consultant be liable to the City, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total professional fees paid by the City to Consultant under this Agreement, except to the extent determined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts relating to the service provided hereunder. 7 15.0 INDEMNIFICATION Consultant and the City, to the extent allowable by law, each agree to indemnify, defend and hold harmless the other from and against amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible property to the extent arising out of the indemnitor's negligence in the performance of this Agreement. Consultant agrees to indemnify, defend and hold harmless the City from and against any and all amounts payable under any judgment, verdict, court order or settlement for Third Party claims of infringement of any trade secrets, copyrights, trademarks or trade names alleged to have occurred and arising from the deliverables provided by Consultant to the City in connection with the performance of this Agreement. Should the City's use of such deliverables be determined to have infringed, Consultant may, at its option: (i) procure for the City the right to continue using such deliverables provided or (ii) replace or modify them to make their use non - infringing while yielding substantially equivalent results. If neither of the above options is or would be available on a basis that is commercially reasonable, then Consultant may terminate this Agreement, the City shall return such deliverables provided, and Consultant will refund to the City the fees paid for the deliverables provided. This infringement indemnity does not cover claims arising from the combination of such deliverables with products or services not provided by Consultant; the modification of such deliverables by any person other than Consultant; deliverables complying with or based upon (1) designs provided by or at the direction of the City or (2) specifications or other information provided by or at the direction of the City; or use of systems, materials or work performed in a manner not permitted hereunder or by another obligation of the City to Consultant. The indemnities in this section are contingent upon: (1) the indemnified party promptly notifying the indemnifying party in writing of any claim which gives rise to a claim for indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense and settlement of such claim; and (3) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling a claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel 16.0 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 17.0 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: (1) Withhold FICA from Consultant's payments or make FICA payments on its behalf; (2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or (3) Withhold state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 18.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights, if required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. 19.0 FINANCIAL INTEREST PROHIBITED Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required hereunder. 20.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Brad Wiseman Director of Planning and Development Services 301 West Bagdad Avenue Round Rock, TX 78664 (512)341 21.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (1) When delivered personally to recipient's address as stated herein; or 6 (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: Architexas 2900 South Congress Avenue, Suite 200 Austin, TX 78704 Notice to City: City Manager, City of Round Rock 221 East Main Street Round Rock, TX 78664 AND TO: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, TX 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and Consultant. 22.0 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of Texas. 23.0 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 24.0 DISPUTE RESOLUTION The City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any 10 arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 25.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 26.0 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices. 27.0 GRATUITIES AND BRIBES City, may by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representative to any City Officer, employee, or elected representative with respect to the performance of this Agreement. 28.0 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure an anticipatory repudiation of this Agreement. 29.0 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project schedule may constitute a material breach of this Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of 11 this Agreement. Where damage is caused to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant's payments hereunder without a waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or breach of this Agreement, only to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. [Signatures are on the following page.] 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City offRRound Rock, Texas Printed Name`!�''�:2ns Title: ;4^-A :— Date Signed:$% -711L Lr For City, Attest: By: For City Approved as to Form: By: AL - L- A Stephan 14 Sheets, City Attorney 13 Architexaasss By. Z001 /� Printed Name: Stanley O. Graves Title: Senior Principal Date Signed: May 19, 2016 AUSTIN o ARCHITEXAS o DALLAS ARCHITECTURE.. PLANNING AND HISTORIC PRESERVATION. INC. April 28, 2016 Brad Wiseman, AICP Director Planning and Development Services City of Round Rock 301 Bagdad, Suite 210 Round Rock, Texas 78664 Re: Round Rock Stagecoach inn Feasibility StudyProposal - Revised 04-28-76 ARCHITEXAS will provide consulting services to the City of Round Rock, Texas, for preservation planning services and the development of a Feasibility Study for the relocation of the Round Rock Stagecoach Inn (RRSI). ARCHITEXAS (AT) will prepare this study with input and assistance from staff of Round Rock's Planning and Development Services Department (RRPD). It will establish a planning strategy for the preservation of the Stagecoach Inn that can assist decision-making, fundraising, and implementation priorities for the important work to stabilize, relocate, rehabilitate and restore this highly significant community landmark. SCOPE OF SERVICES: TASK I PROJECT INITIATION TASK II HISTORICAL RESEARCH TASK III BASE DRAWINGS TASK IV EVALUATION of EXISTING CONDITIONS TASK V PREPARATIONS for the RELOCATION TASK VI EVALUATION of ALTERNATIVE SITES Task VII DEVELOPMENT REQUIREMENTS_ at NEW SITE TASK VIII COST ESTIMATES TASK IX FINAL STUDY COMPILATION AND PRESENTATION TASK I - PROJECT INITIATION 1.1 Schedule Before work begins, the ARCHITEXAS Team will submit a comprehensive work schedule, which outlines expectations, project milestones, deadlines, meeting dates, and report completion date. Exhibit "A" Scope of Services 2900 S. Congress Ave., Suite 200 Austin, Texas 78704 512.444.4220 Fax 512.444.4221 Round Rock Stagecoach Inn Proposal Page 2 of 6 1.2 Initial Project Meeting ARCHITEXAS will conduct an on-site meeting with staff that will be involved in assisting ARCHITEXAS in creating the Feasibility Study. ARCHITEXAS will outline team responsibilities, AT methodology for documenting and assessing the Stagecoach Inn, formatting of documents, and deadlines. TASK II - HISTORICAL RESEARCH 2.1 Collection of Base Data: A City representative will collect all available historical research, drawings, photographs, surveys, published information, drawings of current conditions and any other available pertinent data. ARCHITEXAS will digitally photograph selective interior and exterior spaces and facades of the Inn. AT will also visit and document up to two (2) proposed relocation sites. 2.2 Historical Development Document A brief written history of the Stagecoach Inn will be prepared by City staff with assistance from ARCHITEXAS and will include: a) Historical background and context. b) Chronology of development and use. c) Physical description d) Evaluation of significance. TASK III - BASE DRAWINGS 3.1 Measurement of Building ARCHITEXAS will measure the RRSI to develop building floor plans and elevations of the existing structure in CAD format. Later additions will be noted and the original surviving portions will be highlighted. 3.2 Base Drawings ARCHITEXAS will produce AutoCAD floor plan and elevation drawings of the original building, which will be based upon the field measurements of the floor plan and facades. TASK IV - EVALUATION of EXISTING CONDITIONS 4.1 Building Conditions Survey and Recommendations ARCHITEXAS will conduct an evaluation of the building's conditions and provide a written description of the structure and surrounding grounds, as they exist today. The evaluation will include the following elements: Site: General site elements and landscape elements will be identified based on site survey supplied by City, their condition classified, with recommendations made for relocation or additional documentation prior to removal. Building Exterior. Architectural features such as roof and roof drainage systems, doors, windows, masonry, and other features including latter additions will be evaluated. Their Exhibit "A" Scope of Services Round Rock Stagecoach Inn Proposal Page 3 of 6 conditions will be described, and recommendations made for their stabilization, salvage or removal prior to the move. Building Interior: Architectural interior features such as walls, floor and ceiling finishes and millwork will be evaluated. Their conditions will be described, and recommendations made for their stabilization, salvage or removal prior to the move. TASK V - PREPARATIONS for the RELOCATION 5.1 RECOMMENDATIONS for STABILIZATION/SALVAGE/REMOVAL ARCHITEXAS will make general recommendations for the treatment of the various site and building elements in anticipation of relocation. Treatments may include documentation and removal, salvage for reinstallation or stabilization/protection and relocation. Discussion of alternative relocation methods such as moving intact, moving in segments, partial or full disassembly and reconstruction at new site will be included. TASK VI - EVALUATION of ALTERNATIVE SITES 6.1 COMPARATIVE EVALUATIONS ARCHITEXAS will evaluate up to two (2) potential relocation sites as selected by the RRPD. The Pros and Cons of each potential site will be analyzed and a matrix will be developed to guide the final site selection. TASK VII - New Site Preparation and Building Development 7.1 ARCHITEXAS will develop a suggested scope of work for preparing the new site to receive the relocated Stagecoach Inn and rehabilitating/restoring the building's exterior and mothballing the interior pending future decisions on function and ownership. TASK VIII - COST ESTIMATE 8.1 Cost Estimates ARCHITEXAS will prepare a cost estimate of the stabilization, site preparation, move and rehabilitation/ restoration recommendations organized into appropriate recommended phases. TASK IX - FEASIBILITY STUDY COMPILATION AND PRESENTATION 9.1 Report Compilation and Presentation ARCHITEXAS will compile the findings of the research, evaluation, cost estimates and development strategies into a Feasibility Study and make a final presentation of the results of the Study to the Round Rock Planning and Development Services Department of other City Commission or Council as required. COMPENSATION ARCHITEXAS proposes to prepare a Feasibility Study for the Round Rock Stagecoach Inn for a fixed fee of $26,000.00 plus reimbursable expenses. Reimbursable expenses are estimated to be $800. The fee will be invoiced monthly based on the percentage completion of each task. Exhibit "A" Scope of Services Round Rock Stagecoach Inn Proposal Page 4 of 6 REIMBURSABLE EXPENSES Expenses incurred in the interest of the project are in addition to compensation for professional fees, and include: printing, copying, postage, mileage (.60/mile), delivery expenses, telephone, and facsimile services. Reimbursable expenses will be invoiced at a multiple of one point one five (1.15) times the expense incurred. The reimbursable estimate includes one bound color copy of the report. ADDITIONAL SERVICES ARCHITEXAS will provide additional services and additional meetings related to this work beyond the scope of services listed in this proposal. Compensation for these services will be invoiced on an hourly basis as follows: Senior Principal $180/hr. Principal $150/hr. Architect / Designer / Project Manager $1 10/hr. Senior Preservation Specialist $1 10/hr Architectural Intern / CADD $75/hr. Administrative $60/hr. PROFESSIONAL SERVICES NOT INCLUDED AS PART OF BASIC SERVICES 1. Security, data or telephone system design. 2. Engineering services of mechanical, electrical, plumbing or structural engineers. 3. Construction documents, bidding or construction administration services. /_L91-1110 lel �� If you are in agreement with this proposal, please sign below. We look forward to the opportunity of working with you on this wonderful project. Authorized Representatives: Brad Wiseman, AICP Director Round Rock Planning and Development Services Stanley O. Graves, FAIA Senior Principal ARCHITEXAS Exhibit "A" Scope of Services Date April 21, 2016 Date Round Rock Stagecoach Inn Proposal Page 5 of 6 Terms and Conditions Dispute Resolution: Any claims or disputes made during design, construction or post -construction between the RRPD and ARCHITEXAS shall be submitted to non-binding mediation. RRPD and ARCHITEXAS agree to include a similar mediation agreement with al/ contractors, subcontractors, sub consultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between all parties. Late Payments. Accounts unpaid 75 days after the invoice date may be subject to a monthly service charge of 7.5X (or the legal rate) on the then unpaid balance. In the event any portion or all of an account remains unpaid 90 days after billing, the RRPD shall pay all costs of collection, including reasonable attorney's fees. Indemnification: The RRPD and ARCHITEXAS shall, to the fullest extent permitted bylaw, indemnify and hold harmless ARCHITEXAS, their officers, directors, employees, agents and sub consultants from and against a# damage, liability and cost, including reasonable attorney's fees and defense costs, arising out of or in any way connected with the performance by any of the parties above named of the services under this agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of ARCHITEXA5. Certifications. Guarantees and Warranties: ARCHITEXAS shall not be required to execute any document that would result in its certifying, guaranteeing or warranting the existence of conditions whose existence ARCHITEXAS cannot ascertain. Termination of Services: This Agreement may be terminated by the RRPD and ARCHITEXAS should the other fail to perform its obligations hereunder. In the event of termination, the RRPD shall pay ARCHITEXAS for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses. Ownership of Documents All documents produced by ARCHITEXAS under this Agreement shall remain the property of ARCHITEXAS and may not be used by the RRPD for any other endeavor without the written consent of ARCHITEXAS. Hazardous Materials Indemnity The RRPD agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnify and hold harmless ARCHITEXAS, its officers, partners, employees and subconsultants (collectively, Master Consultant) from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys' fees and defense costs arising out of or in any way connected with the detection, presence, handling, remo val, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability, regulatory or any other cause of action, except for the sole negligence or willful misconduct of ARCHITEXAS. Information Provided By Others The RRPD shall furnish, at the RRPD's expense, all information, base CAD drawings, utility information, requirements, reports, data, surveys and instructions required by this Agreement. ARCHITEXAS may use such information, requirements, reports, data, surveys and instructions in performing its services and is entitled to rely upon the accuracy and completeness thereof. ARCHITEXAS shall not be held responsible for any errors or omissions that may arise as a result of erroneous or incomplete information provided by the RRPD and/or the RRPD's consultants and contractors. Exhibit "A" Scope of Services Round Rock Stagecoach Inn Proposal Page 6 of 6 Third Party Beneficiaries 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 RRPD or ARCHITEXAS. ARCH/TEXAS' services under this Agreement are being performed solely for the RRPD's benefit, and no other party or entity shall have any claim against ARCHITEXAS because of this Agreement or the performance or nonperformance of services hereunder. The RRPD and ARCHITEXAS agree to require a similar provision in all contracts with contractors, subcontractors, subconsu/tants, vendors and other entities involved in this Project to carry out the intent of this provision. Consequential Damages Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the RRPD nor the ARCH/TEXAS, their respective officers, directors, partners, employees, contractors or sub consultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the RRPD and ARCHITEXAS shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. Limitation of Liability To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of the Design Professional and the Design Professional's officers, directors, partners, employees, agents and sub -consultants, and any of them, to the RRPD and anyone claiming by, through or under the RRPD, for any and a/l Claims, losses, costs or damages of any nature whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract or warranty, express or implied of the Design Professional or the Design Professional's officers, directors, employees, agents or sub consultants, or any of them, shall not exceed the total compensation received by the Design Professional under this Agreement, or the total amount of $26,000, whichever is less. Proprietary Information Proprietary Information: Al/ portions of this proposal are considered by the ARCHITEXAS team to be trade secrets and proprietary information that if released without ARCHITEXAS permission, would give advantage to competitors. As such, these records are exempt for disclosure under Section 3(A)(4) and 3(A)(70) of the Texas Open Records Act. Release and utilization of this project shall be only under conditions established with the ARCHITEXAS team. Betterment If, due to the Consultant's negligence, a required item or component of the Project is omitted from the Consultants construction documents, the Consultant shall not be responsible for paying the cost required to add such item or component to the extent that such item or component would have been required and included in the original construction documents. In no event will the Consultant be responsible for any cost or expense that provides betterment or upgrades or enhances the value of the Project. Exhibit "A" Scope of Services City of Round Rock F ROUND ROCK TEXAS Agenda Item Summary Agenda Number: Title: Consider executing a Professional Consulting Services Agreement with Architexas for an architectural feasibility study related to the relocation of the Stagecoach Inn. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 5/27/2016 Dept Director: Brad Wiseman Cost: Indexes: Attachments: City of Round Rock Agreement w AT Attachment, LAF, Consultant for Stagecoach Inn Study Department: Planning and Development Services Department Text of Legislative File CM -2016-1118 Consider executing a Professional Consulting Services Agreement with Architexas for an architectural feasibility study related to the relocation of the Stagecoach Inn. This agreement will provide preservation planning services and a feasibility study for the proposed relocation of the Stagecoach Inn. In order to save the Stagecoach Inn structure, relocation is necessary as a result of the RM 620 road realignment project. The ultimate goal of the study is to provide a cost estimate for stabilization, site prep, move and restoration organized into appropriate phases. The study will examine relocation to two potential sites, the Bathing Beach and an alternative location on its existing site at 901 Round Rock Avenue. Staff recommends approval. City of Round Rock Page 1 Printed on 512612016