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R-05-10-13-10E1 - 10/13/2005 RESOLUTION NO. R-05-10-13-10E1 WHEREAS, the City of Round Rock desires to retain professional architectural services for the design of clubhouse renovations, addition of pavilion, and parking lot improvements for the Forest Creek Golf Course, and WHEREAS, R. Gill & Associates has submitted a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect' s Services ("Agreement") to provide said services, and WHEREAS,the City Council desires to enter into said Agreement with R. Gill & Associates, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect' s Services ("Agreement") with R. Gill & Associates for the design of clubhouse renovations, addition of pavilion, and parking lot improvements for the Forest Creek Golf Course, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. @PMesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R51013E1.WPD/SC RESOLVED this 13th day of October, 20 5 . LL, Mayor ty of Round Rock, Texas A ST: ( )h) A P" .� CHRISTINE R. MARTINEZ, City Secret4ry 2 Standard Form of Agreement Between Owner and Architect/Consultant Based on AIA Document B141 -1997 1997 Edition -Electronic Format TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 COMPENSATION 1.5 MISCELLANEOUS PROVISIONS AGREEMENT made as of the L_)day of the month of in the year Two Thousand Five. BETWEEN Architect's/Consultant's client identified as Owner: City of Round Rock,Texas 221 East Main Street Round Rock,Williamson and Travis Counties,Texas 78664 and Architect/Consultant: R. Gill&Associates (RGA) Post Office Box 217 Round Rock,Texas 78680 For the following Project: Professional services generally including Design Development, Construction Document Phase, and Construction Observation relating to the following: clubhouse modifications and renovation, and event pavilion addition, and parking lot surface and configuration improvements, all at the Forest Creek Golf Club located in Round Rock, Williamson County,Texas. Owner and Architect/Consultant agree as follows: 00091587/jkg E'tHIBIT An ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: Clubhouse modifications and renovation, and event pavilion addition, and parking lot surface and configuration improvements,all at the Forest Creek Golf Club located in Round Rock,Williamson County,Texas. 1.1.2.2 The physical parameters are: Location to be on site at Forest Creek Golf Club located in Round Rock,Williamson County,Texas. 1.1.2.3 The Scope of Services is as follows: Clubhouse Modifications and Renovation Improvement to the clubhouse building to expand the food and beverage dining area and to create capabilities for preparation of hot foods. Modifications to the golf shop counter and control center are also a part of this improvement. Event Pavilion Addition Creation of an indoor/outdoor flexible pavilion capable of serving 150+patrons at a time to include toilets,storage area and staging area for food service and equipment such as ice maker,food warmers,and an area for janitorial services. Civil Engineering Services and Site Parking Design Civil engineering services and site parking design are included within this Scope of Services in accordance with City's agreement with Baker-Aicklen dated July 28,2005. 1.1.2.3.1 Drawings shall include the following information: (a) Architectural Floor Plan (b) Landscape Design (c) Roof Plan (d) Exterior Elevations (e) Building Sections (f) Wall Sections/Details (g) Schedules (h) Interior Elevations (i) Specifications are to be shown on drawings. 1.1.2.3.2 The structural system for the building will be wood frame or a metal building frame system. The Building Sections will provide truss profiles illustrating design intent. 1.1.2.3.3 The final calculations and member sizing will be required to be provided by the manufacturer of the structural members. 1.1.2.3.4 The foundation for the building will be a slab on grade with the design being provided by a structural consultant hired by R.Gill&Associates(RGA). 1.1.2.3.5 Design Services to be performed by RGA shall include the following: (a) Perform a code evaluation of the buildings to confirm the design requirements and the City's design guidelines. 2 (b) Complete the design and detailing of the architectural components of the building,based on the conceptual plans,in sufficient detail to explain the intent. (c) Answer questions during the bid process. (d) Provide construction observation services at scheduled intervals not more frequently than one(1) visit per week. (e) Provide Mechanical,Electrical,and Plumbing engineering through a licensed consultant. (f) Base the technical specifications on RGA standard specifications for small projects as modified for the project as required. (g) Prepare the design drawings for the project in AutoCAD 2005 format. (h) It is agreed by and between the parties that bidding services are included as part of this agreement. (i) It is agreed by and between the parties that printing costs are not included as part of this agreement. 0) Deliverables shall include progress drawings provided on an"as needed"basis. (k) Upon completion of the final design package,the following deliverable shall be provided: one(1) set of unbound"D"size reproducible construction drawings for printing. 1.1.2.3.6 Scope of Services shall include the performance of all items of Design Development Phase, Construction Document Phase,and Construction Observation Phase which are denoted on Exhibit"A"attached hereto and made a part hereof for all purposes. 1.1.2.4 The legal parameters are: As delineated herein. 1.1.2.5 The financial parameters are as follows. Architect's/Consultant's compensation for services under this Agreement shall not exceed $53,775.00 for delineated services,and shall not exceed$3,500.00 for Reimbursable Expenses,totaling the not-to-exceed sum of $57,275.00,which sum shall include all deliverables and shall include reimbursable expenses at actual cost and as actually incurred. Payment to Architect/Consultant for approved reimbursable expenses shall not exceed the stated sum of$3,500.00 without prior express written approval from Owner. The not-to-exceed sum for services shall be payable as follows: Design Development Phase 35% $18,822.00 Construction Document Phase 45% $24,198.00 Construction Observation Phase 20% $10,755.00 Total Fee: 100% $53,775.00 1.1.2.6 The time parameters are: Eighteen(18)consecutive months from date of execution of this Agreement,with ability to renew and extend only by express written agreement of the parties. 1.1.2.7 The proposed procurement or delivery method for the Project is: Professional services such as architectural planning and consulting will be engaged by negotiated contract. 1.1.2.8 Other time parameters are: 3 Unless sooner terminated in accordance with the applicable provisions of this Agreement,or extended by mutual agreement approved by Owner,the term of this Agreement shall be from the date hereof until final completion of the Project and all architectural/engineering services in connection therewith,and resolution of any outstanding Project-related claims or disputes. 1.1.2.9 As to the Project Performance Schedule,time of completion shall be eighteen(18)consecutive months from date of execution of this Agreement. Architect/Consultant understands and acknowledges that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein. In this regard, Architect/Consultant shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in a manner that is consistent with professional skill and care and the orderly progress of the Project, excepting delays beyond Architect's/Consultant's control. 1.1.3 PROJECT TEAM 1.1.3.1 Owner's Designated Representative is: Lary Madsen Construction Coordination Manager City of Round Rock 2008 Enterprise Round Rock,Texas 78664 1.1.3.2 The persons or entities, in addition to Owner's Designated Representative, who are required to review Architect's/Consultant's submittals to Owner are: City Manager James R.Nuse 221 East Main Street Round Rock,Texas 78664 1.1.3.3 Owner's other consultants and contractors are: Not selected at this time. 1.1.3.4 Architect's/Consultant's Designated Representative is: Ray Gill R.Gill&Associates Post Office Box 217 Round Rock,Texas 78680 1.1.3.5 The consultants retained at the Architect's/Consultant's expense are: R.Gill& Associates $31,175.00 MEP Engineers $ 6,400.00 Civil Engineers $14,500.00 Landscape Architect $ 1,200.00 Structural Engineer $ 500.00 Total $53,775.00 1.1.4 When the services under this Agreement include contract administration services,it is intended that the General Conditions of the Contract for Construction shall be the standard AIA Document as modified between Owner and Contractor. Architect's/Consultant's responsibility to provide services for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to Owner of 4 the final certificate for payment. Duties,responsibilities and limitations of authority of Architect/Consultant shall not be restricted, modified or extended without written agreement of Owner and Architect/Consultant with consent of Contractor,which consent shall not be unreasonably withheld. 1.1.5 The information contained in this Article 1.1 may be reasonably relied upon by Owner and Architect/Consultant in determining Architect's/Consultant's compensation. However, it is expressly agreed and understood by all parties that the total sum of$53,775.00,plus reimbursable expenses in the total sum of$3,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant,unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by City Council or City Manager action. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 Owner and Architect/Consultant shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor 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, Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. Owner shall furnish to Architect/Consultant, within fifteen(15)days after receipt of a written request,information necessary and relevant for Architect/Consultant to evaluate,give notice of or enforce lien rights. 1.2.2.2 Owner shall establish and periodically update the budget for the Project,including that portion allocated for the Cost of the Work,Owner's other costs,and reasonable contingencies related to all costs. 1.2.2.3 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Architect/Consultant in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's/Consultant's services. 1.2.2.4 Owner shall fumish the services of consultants other than those designated in Paragraph 1.1.3 or authorize Architect/Consultant to famish them as a Change in Services when such services are requested by Architect/Consultant and are reasonably required by the scope of the Project and are approved by Owner. 1.2.2.5 Unless otherwise provided in this Agreement,and if requested in writing,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 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 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 Architect's/Consultant's Instruments of Service. 1.2.2.8 Owner shall furnish,or direct Architect/Consultant to obtain at Owner's expense,a certified survey of the selected site giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions,easements,encroachments,zoning,deed restrictions,boundaries,contours and other data pertaining to existing buildings or adjacent to the site,other improvements and trees;and full information as to available service and utility lines,both public and private,and test borings,pits,reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 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 Owner and are not to be included by Architect/Consultant in the specifications for the Project. 5 1.2.2.10 Owner will provide Architect/Consultant with miscellaneous items such as the Project Facility Program,two(2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction,Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, 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. 1.2.2.11 Because Architect/Consultant does not control the costs of labor, materials, equipment, services furnished by others, methods of determining prices, competitive bidding or market conditions, any opinions rendered as to costs shall be made on the basis of its experience and shall represent its judgment as an experienced and qualified professional. However,Architect/Consultant does not guarantee that proposals,bids or actual costs will not vary from its opinions of costs. If Owner wishes greater assurance as to the amount of any cost,Owner shall have the right to employ an independent cost estimator. 1.2.3 ARCHITECT/CONSULTANT 1.23.1 The services performed by Architect/Consultant,Architect's/Consultant's employees and Architect's/Consultant's subconsultants shall be as enumerated in Paragraphs 1.1.2.3 and as enumerated elsewhere herein,in attached and accompanying documents,in supplemental documents,and in related documents. 1.23.2 Architect's/Consultant's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Architect/Consultant shall submit for Owner's approval a schedule for the performance of Architect's/Consultant's services which initially shall be consistent with the time periods established in Paragraph 1.1.2.6 and which may be adjusted,if necessary and approved by Owner,as the Project proceeds. This schedule shall include allowances for periods of time required for Owner's review, for the performance of Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project.Time limits established by this schedule approved by Owner shall not,except for reasonable cause,be exceeded by Architect/Consultant or Owner. 1.233 Architect's/Consultant's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's/Consultant's behalf with respect to the Project. 1.23.4 Architect/Consultant shall maintain the confidentiality of information specifically designated as confidential by Owner,unless withholding such information would violate the law,create the risk of significant harm to the public or prevent Architect/Consultant from establishing a claim or defense in an adjudicatory proceeding. Architect/Consultant shall require of Architect's/Consultant's subconsultants similar agreements to maintain the confidentiality of information specifically designated as confidential by Owner. 1.23.5 Except with Owner's knowledge and consent,Architect/Consultant shall not engage in any activity,or accept any employment, interest or contribution that would reasonably appear to compromise Architect's/Consultant's professional judgment with respect to this Project. 1.23.6 Architect/Consultant shall review laws, codes, and regulations applicable to Architect's/Consultant's services. Architect/Consultant shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. 1.23.7 Architect/Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by 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. 1.2.4 ARCHITECT'S/CONSULTANT'S SERVICES 1.2.4.1 Basic Services. (1) Architect's/Consultant's Basic Services consist generally of the services described herein and in exhibits, and include such other services as may be necessary to assist Owner in the design and construction of the Project, 6 within the limits Owner has budgeted or will budget therefor,and in compliance with the Project Facility Program, which is hereby made a part of this Agreement for all purposes.Architect/Consultant agrees that upon execution of this Agreement, it will submit to Owner within ten(10)days a list of all additional consultants it intends to utilize,not previously identified, delineating their respective tasks.All of Architect's/Consultant's subconsultants shall be subject to the approval of Owner through its City Manager,and Owner reserves the right to reject any consultant. Architect/Consultant shall perform all work hereunder in a manner satisfactory and acceptable to Owner,represented by its City Manager or his/her designee,hereinafter referred to as"Director." A Performance Schedule shall be agreed to by Architect/Consultant and Director,and Architect/Consultant agrees to use its best efforts to complete all services hereunder in accordance with such Performance Schedule. 1.2.4.2 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 famished and the Project Representatives selected, employed and directed shall be governed by an additional written Supplemental Agreement between Owner and Architect/Consultant. 1.2.4.3 Additional Services.Architect/Consultant shall perform Additional Services,as requested by Owner,after a not- to-exceed amount has been mutually agreed upon in writing by the Director and Architect/Consultant.Where City Council authorization is required,Architect/Consultant shall not proceed until the appropriate Resolution for such Additional Services has been adopted.The following services are not covered under Paragraphs 1.2.4.1 - 1.2.4.2, which define and outline Architect's/Consultant's Basic Services. If any of these Additional Services are authorized in writing by the Director in advance of their performance,they shall be paid for in the manner agreed to at the time of authorization. (a) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by Owner,unforeseen circumstances due to hidden or unknown conditions,or codes/ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error,oversight, clarification,discrepancy, or budget overruns in the work of Architect/Consultant,Owner shall not be liable to compensate Architect/Consultant for Additional Services or expenses in such connection. (b) Providing other extraordinary professional services over and above the Contract Documents requirements, where required and requested by Owner, including extraordinary professional services which might result if Owner decides to"fast track"the Project. 1.2.4.3.1 Compensation for additional services will be billed by Architect/Consultant on an hourly basis at$175.00 per hour for principals'time,and at$65.00 per hour for drafting. 1.2.4.3.2 The following work, if performed by Architect/Consultant at the specific request of City, shall be considered Additional Services: (a) Travel and subsistence outside of the Austin area for conferences,deliveries,or trips not coming under the defined Scope of Services. (b) Assistance to the contractor for correction of field errors. (c) Permits and fees. (d) Revisions to substantially-completed construction documents or design calculations occasioned by changes in the scope of the Project. (e) Revisions to substantially-completed construction documents to indicate or incorporate as-built conditions which are outside of the defined Scope of Services. (f) Construction phase representation and/or engineering services which are outside of the defined Scope of Services. 7 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 Owner of all elements of the Project designed or specified by Architect/Consultant. 1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by Owner and equipment designed, specified, selected or specially provided for by Architect/Consultant, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor,plus for Contractor's overhead and profit. 1.3.1.3 The Cost of the Work does not include the compensation of Architect/Consultant and Architect's/Consultant's subconsultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of Owner. 1.3.2 USE OF DOCUMENTS 1.3.2.1 All documents, including but not limited to drawings, specifications and data or programs stored electronically, prepared by Architect/Consultant and its subconsultants are related exclusively to the services described in this Agreement and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Architect's/Consultant's designs under this Agreement (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents,completed or partially completed),shall be the property of Owner to be thereafter used in any lawful manner as Owner elects. Any such subsequent use made of documents by Owner shall be at Owner's sole risk and without liability to Architect/Consultant, and Owner shall indemnify, defend and hold harmless Architect/Consultant from all claims,damages,losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement, Architect/Consultant hereby conveys,transfers and assigns to 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. Copies may be retained by Architect/Consultant. Architect/Consultant shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect/Consultant or anyone connected with Architect/Consultant,including agents,employees,consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect/Consultant without cost to Owner. 1.3.2.2 Upon execution of this Agreement, Architect/Consultant grants to Owner permission to reproduce Architect's/Consultant's Instruments of Service for purposes of constructing,using and maintaining the Project, provided that Owner shall comply with its obligations,including prompt payment of all sums when due,under this Agreement. Architect/Consultant shall obtain similar permission from Architect's/Consultant's subconsultants consistent with this Agreement. If and upon the date Architect/Consultant is adjudged in default of this Agreement, 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 Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written agreement of Architect/Consultant.However,Owner shall be permitted to authorize the contractor, subcontractors, sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at Owner's sole risk and without liability to Architect/Consultant and its consultants. 8 1.3.2.4 Prior to Architect/Consultant providing to Owner any Instruments of Service in electronic form or Owner providing to Architect/Consultant any electronic data for incorporation into the Instruments of Service,Owner and Architect/Consultant 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. Any electronic files are provided by Architect/Consultant for the convenience of Owner,and use of them is at Owner's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Architect/Consultant,the hardcopy shall prevail. Only printed copies of documents conveyed by Architect/Consultant shall be relied upon. Because data stored in electronic media format can deteriorate or be modified without authorization of the data's creator, Owner shall have sixty (60)days to perform acceptance tests,after which time Owner is deemed to have accepted the data transferred. 1.3.2.5 All plans and drawings will be prepared and submitted by Architect/Consultant to 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 Architect/Consultant shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. 1.3.3 CHANGE IN SERVICES 1.33.1 Change in Services of Architect/Consultant, including services required of Architect's/Consultant's subconsultants,may be accomplished after execution of this Agreement,without invalidating the Agreement,if mutually agreed in writing. It is expressly agreed and understood by all parties that the total sum of$53,775.00, plus reimbursable expenses in the total sum of$3,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant,unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by City Council resolution. 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 Architect's/Consultant's services, Architect/Consultant may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation. 13.4.2 Owner and Architect/Consultant 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 13.5.1 Owner and Architect/Consultant hereby expressly agree that no claims or disputes between Owner and Architect/Consultant 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 Owner is subject to an arbitration proceeding related to the Project, Architect/Consultant consents to be joined in the arbitration proceeding if Architect's/Consultant's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 9 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 1.3.6.1 Architect/Consultant and 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 1.3.7. 1.3.7 TERMINATION OR SUSPENSION 1.3.7.1 If Owner fails to make payments to Architect/Consultant insubstantial compliance with this Agreement, such failure may be considered substantial nonperformance and cause for suspension of performance of services under this Agreement. If Architect/Consultant elects to suspend services, prior to suspension of services, Architect/Consultant shall give fifteen (15) days' written notice to Owner. In the event of a suspension of services,Architect/Consultant shall have no liability to Owner for delay or damage caused Owner because of such suspension of services. Before resuming services,Architect/Consultant shall be paid all non-disputed sums due prior to suspension Architect's/Consultant's fees for the remaining services and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total sum of $53,775.00, plus reimbursable expenses in the total sum of$3,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant,unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by City Council resolution. 1.3.7.2 In connection with the work outlined in this Agreement,it is agreed and fully understood by Architect/Consultant that Owner may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of Owner,upon fifteen(15)days'written notice to Architect/Consultant,with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect/Consultant shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms 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 Owner upon termination of this Agreement,and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect/Consultant shall cooperate in providing information. 1.3.7.3 Nothing contained in Paragraph 1.3.7.2 shall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect/Consultant when Architect/Consultant is in default under this Agreement,nor shall this section constitute a waiver of any right,at law or at equity,which Owner may have if Architect/Consultant is in default,including the right to bring legal action for damages or to force specific performance of this Agreement. 1.3.8 PAYMENTS TO ARCHITECT/CONSULTANT 1.3.8.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of Architect's/Consultant's statement of services.Architect's/Consultant's invoices to Owner shall provide complete information and documentation to substantiate Architect's/Consultant's charges,and shall be in a form specified by Owner. All payments to Architect/Consultant shall be made on the basis of the invoices submitted by Architect/Consultant and approved by Owner's Director. Such invoices shall conform to the schedule of services and costs in connection therewith. 1.3.8.2 Reimbursable Expenses are in addition to compensation for Architect's/Consultant's services and include expenses incurred by Architect/Consultant and its employees and consultants directly related to the Project, as identified herein: .1 transportation in connection with the Project,authorized out-of-town travel,and electronic communications; .2 reproductions,plots,standard form documents,postage,handling and delivery of Instruments of Service; .3 reimbursable expenses as designated in Article 1.4; 10 .4 other similar direct Project related expenditures. 1.3.8.3 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 Owner or Owner's authorized representative at mutually convenient times. All Reimbursable Expenses shall be clearly shown on invoices.Should additional backup material be requested by Owner,Architect/Consultant shall comply promptly with such request. In this regard, should Owner's Director determine it necessary, Architect/Consultant shall make all records and books relating to this Agreement available to Owner for inspection and auditing purposes. 1.3.8.4 Direct Personnel Expense is defined as the direct salaries of Architect's/Consultant'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. 1.3.8.5 Owner reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect/Consultant and to adjust the same to meet the requirements of this Agreement. Following approval of invoices,Owner will endeavor to pay Architect/Consultant promptly,but not later than the time period required under the Texas Prompt Payment Act;however,under no circumstances shall Architect/Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Architect/Consultant and Owner or because of amounts which Owner has a right to withhold under this Agreement or state law. 1.3.8.6 Owner may,at its option,offset any amounts due and payable under this Agreement against any debt(including taxes)lawfully due to Owner from Architect/Consultant,regardless of whether the amount due arises pursuant to this Agreement or otherwise and regardless of whether the debt due to Owner has been reduced to judgment by a court. 1.3.8.7 Records of Architect/Consultant pertaining to this Project, and records of accounts between Owner and Architect/Consultant,shall be kept on a generally recognized accounting basis and shall be available to Owner or its authorized representatives at mutually convenient times. 1.3.9 INDENINIFICATION 1.3.9.1. Architect's/Consultant's Responsibility for Work. Approval by Owner shall not constitute nor be deemed a release of the responsibility and liability of Architect/Consultant, its employees, subcontractors, agents and subconsultants 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 Owner for any defect,error or omission in the Designs,Working Drawings,and Specifications or other documents prepared by Architect/Consultant,its employees,subcontractors,agents and subconsultants. 1.3.9.2 Indemnification (Damage Claims). Architect/Consultant agrees to defend, indemnify and hold Owner, 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/Consultant's breach of any of the terms or provisions of this Agreement,or by any negligent act or omission of Architect/Consultant,its 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 resulting from the negligence of Owner, its officers,agents,employees or separate contractors,and in the event of joint and concurrent negligence of both Architect/Consultant and Owner, 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 Owner 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. 1.3.9.3 Indemnification(Patent and Copyright Claims).Architect/Consultant agrees to indemnify Owner,its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect/Consultant, its employees, associates or subconsultants, pursuant to this Agreement infringe a U.S. patent or copyright directly,indirectly or contributorily.Architect/Consultant will pay any and all resulting costs, damages and attorney's fees finally awarded,provided that: 11 (1) Owner promptly notifies Architect/Consultant in writing of the claim;and (2) Architect/Consultant has sole control of the defense and all related settlement negotiations. (a) If Architect/Consultant defends Owner against such claims,the City Attorney of Owner shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect/Consultant on Owner's behalf. (b) Architect's/Consultant's defense and indemnification under this section is conditioned on Owner'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, Owner will permit Architect/Consultant, at Architect's/Consultant's option and expense, either to procure the right for Owner 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 terms which are reasonable in Architect's/Consultant's judgment,Owner,to the extent Owner is legally able to do so,will cease using the Designs,Plans or Specifications on written request of Architect/Consultant,in which instance Owner has the sole option to either require Architect/Consultant to perform new design work at Architect's/Consultant's sole expense,or to terminate this Agreement. (c) Architect/Consultant 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 Owner, or by any engineering consultant subsequently employed by Owner. (d) The foregoing states the entire obligation of Architect/Consultant with respect to infringement of patents and copyrights. (3) The indemnification and defense provisions as set forth in this Paragraph 1.3.9 shall not apply to products or materials which Owner has required that Architect/Consultant includes in any of the Designs,Plans and Specifications,or which are substituted by Contractor or any of its subcontractors during the Construction Phase of this Agreement. 1.3.10 INSURANCE 1.3.10.1 Insurance. Architect/Consultant, at its sole cost, shall have and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of Two Hundred Fifty Thousand Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to Owner. 1.3.10.2 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect/Consultant, Architect/Consultant shall require each subconsultant performing work under this Agreement to maintain during the term of this Agreement,at the subconsultant's own expense,the same stipulated minimum insurance required in Paragraph 1.3.10.1 above,including the required provisions and additional policy conditions as shown below in Paragraph 1.3.10.3. As an alternative,Architect/Consultant may include its subconsultants as additional insureds on its own coverages as prescribed under these requirements. Architect's/Consultant's certificate of insurance shall note in such event that the subconsultants are included as additional insureds. Architect/Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements.Architect/Consultant 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.Owner shall be entitled,upon request and without expense,to receive copies of these certificates of insurance. 1.3.10.3 Insurance Policy Endorsements. Each insurance policy under Paragraph 1.3.10.1 shall include the following conditions by endorsement to the policy: 12 (1) Each policy shall require that thirty(30)days prior to the expiration,cancellation,non-renewal or any material change in coverage,a notice thereof shall be given to Owner by certified mail to: City Manager,City of Round Rock 221 East Main Street Round Rock,Texas 78664 Architect/Consultant shall also notify Owner,within 24 hours of receipt,of any notices of expiration, cancellation, non-renewal,or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against Owner for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect/Consultant. (3) The Term "City" or"City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of Owner 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 Owner,to any such future coverage,or to Owner's Self-Insured Retentions of whatever nature. 1.3.10.4 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect/Consultant shall be home solely by Architect/Consultant,with certificates of insurance evidencing such minimum coverage in force to be filed with Owner. ARTICLE 1.4 COMPENSATION 1.4.1 For Architect's/Consultant's services as described herein,compensation shall be computed as follows: Architect's/Consultant's compensation for services under this Agreement shall not exceed $53,775.00 for delineated services,and shall not exceed$3,500.00 for Reimbursable Expenses,totaling the not-to-exceed sum of $57,275.00,which sum shall include all deliverables and shall include reimbursable expenses at actual cost and as actually incurred. Payment to Architect/Consultant for approved reimbursable expenses shall not exceed the stated sum of$3,500.00 without prior express written approval from Owner. The not-to-exceed sum for services shall be payable as follows: Design Development Phase 35% $18,822.00 Construction Document Phase 45% $24,198.00 Construction Observation Phase 20% $10,755.00 Total Fee: 100% $53,775.00 1.4.2 If the services of Architect/Consultant are changed as described in Paragraph 1.3.3, Architect's/Consultant's compensation shall be adjusted. Such adjustment shall be calculated as described below. 1.4.3 For a Change in Services of Architect's/Consultant's subconsultants, compensation shall be computed as a multiple of one(1.00)times the amounts billed to Architect/Consultant for such services. 1.4.4 For Reimbursable Expenses as described herein, and any other items included in Article 1.4 as Reimbursable Expenses, the compensation shall be computed as a multiple of one (1.00) times the expenses incurred by Architect/Consultant and its employees and subconsultants. 1.4.5 Other Reimbursable Expenses, if any, are as follows: Technical use of computers for design, analysis, and graphics shall be billed at the rate of$25.00 per hour. 1.4.6 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. 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. 13 1.4.7 Payments are due and payable thirty(30)days from the date of Architect's/Consultant's invoice,or not later than the time period required under the Texas Prompt Payment Act,whichever is later. Non-disputed amounts unpaid sixty(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 Architect/Consultant. One and one-half percent(1 1/2%)per month (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at Owner's and Architect s/Consultant's principal places of business,the location of the Project and elsewhere may affect the validity of this provision.Specific legal advice should be obtained with respect to deletions or modifications,and also regarding requirements such as written disclosures or waivers) 1.4.8 No deductions shall be made from Architect's/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors. 1.4.9 No additions shall be made to Architect's/Consultant's compensation based upon Project construction claims, whether paid by Owner or denied. ARTICLE 1.5 MISCELLANEOUS PROVISIONS 1.5.1 This Agreement shall be governed by the laws of the state of Texas,and venue shall lie in Williamson County, Texas. This Agreement contains the entire and fully integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, agreements, or understandings, whether written or oral. This Agreement may be supplemented or amended only by a written document executed by both parties and implemented in accordance with provisions herein. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction, shall,as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 1.5.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and 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 begin to run any later than the date when Architect's/Consultant's services are substantially completed. 1.5.3 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Owner or Architect/Consultant. 1.5.4 Unless otherwise provided in this Agreement,Architect and Architect's/Consultant's subconsultants 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. It is expressly understood and agreed by and between the parties hereto that Owner does not request or require that Architect/Consultant undertake or perform any services,studies or tests,or make any determinations involving hazardous substances or conditions,as defined by federal or state law. Therefore, Architect/Consultant undertakes no such obligation, and Owner agrees to indemnify and hold harmless Architect/Consultant from and against any claims, losses, damages, liability, and costs arising out of or in any manner connected with the presence, discharge, release, or escape of hazardous substances or conditions of any kind,or environmental liability of any nature,in any manner related to services performed by Architect/Consultant. If any hazardous substance or condition is observed by Architect/Consultant, it may be permitted by Owner to cease services until the hazardous substance or condition has been eliminated. Architect/Consultant shall have the obligation to notify Owner of any such substance or condition of which Architect/Consultant becomes aware,and Owner shall be responsible for its elimination. 1.5.5 Architect/Consultant shall have the right to include photographic or artistic representations of the design of the Project among the Architect's/Consultant's promotional and professional materials.Architect/Consultant shall be given reasonable access to the completed Project to make such representations.However,Architect's/Consultant's materials shall not include Owner's confidential or proprietary information if Owner has previously advised 14 Architect/Consultant in writing of the specific information considered by Owner to be confidential or proprietary. Owner shall provide professional credit for Architect/Consultant in Owner's promotional materials for the Project. 1.5.6 If Owner requests Architect/Consultant to execute certificates,the proposed language of such certificates shall be submitted to Architect/Consultant for review at least fourteen(14)days prior to the requested dates of execution. Architect/Consultant shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.5.7 Owner and Architect/Consultant, 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.Nothing in this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Architect/Consultant and Owner,and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Architect/Consultant and not for the benefit of any other party. Neither Owner nor Architect/Consultant shall assign, sublet or transfer any rights under or interest in this Agreement without the written consent of the other, except that Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume Owner's rights and obligations under this Agreement. Architect/Consultant shall execute all consents reasonably required to facilitate such assignment. 1.5.8 Architect/Consultant, its subconsultants, agents, employees and subcontractors, shall comply with applicable federal and state laws,the Charter and ordinances of the City of Round Rock,in effect at applicable times,and with all applicable rules and regulations promulgated by all local,state and national boards,bureaus and agencies. Architect/Consultant shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 1.5.9 Architect/Consultant shall pay any taxes required by law arising by virtue of services performed hereunder. Owner is qualified for exemption pursuant to provisions of§151.309 of the Texas Limited Sales,Excise,and Use Tax Act. 1.5.10 Architect/Consultant covenants and represents that Architect/Consultant, its officers, employees, agents, subconsultants 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 design or construction of the Project. 1.5.11 All notices and correspondence to Owner by Architect/Consultant shall be mailed or delivered as follows: City Manager,City of Round Rock 221 East Main Street Round Rock,Texas 78664 All notices and correspondence from Owner to Architect/Consultant shall be mailed or delivered as follows: R.Gill&Associates (RGA) Post Office Box 217 Round Rock,Texas 78680 1.5.12 Unless otherwise expressly provided,Architect/Consultant shall have access to the site for activities necessary for the performance of required services. Architect/Consultant shall take all reasonable precautions to prevent and/or minimize damage due to such activities. 15 • r This Agreement entered into as of the day and year first written above. OWNER ARCHITECT/CONSULTANT CITY OF ROUND ROCK,TEXAS R.GILL&ASSOCIATES By: By: Nyle Maxwell,Mayor Ray Gill,Principal ATTEST: Christine R.Martinez,City Secretary APPROVED AS TO FORM: Stephan L.Sheets,City Attorney 16 EXHIBIT"A" TASKS FOR REQUIRED PHASES Task I Schematic Design (A) Preparing of schematic plans, sections, and outline specifications for the buildings, and site development showing critical dimensions and features. (B) Providing a statement of probable construction costs for the buildings and site development, and answering questions regarding probable cost data. (C) Providing information on finishes equipment, lighting, outlets, water supply and waste, structural design, and site utilities. (D) Meeting with City representatives to present the schematic design and to obtain schematic design comments. (E) Finalizing the schematic design package to reflect changes and comments determined by consensus at meetings with City representatives. Task II Design Development (A) Preparing design development plans and specifications for the buildings, and site development. (B) Providing a statement of probable construction costs for the buildings, and site development, and answering questions regarding probable cost data. (C) Providing information on finishes equipment, lighting,outlets, water supply and waste, structural design, and site utilities. (D) Meeting with City representatives to present the 100% design development design and to obtain design development comments. (E) Finalizing the 100% design development package to reflect changes and comments determined by consensus at meetings with City representatives. Task III Construction Documents (A) Preparing final construction plans and specifications for the buildings, and site development. (B) Providing a statement of probable costs for the buildings, and site development, and answering questions regarding probable cost data. 00091593/jkg (C) Providing final specifications and details on finishes equipment, lighting, outlets, water supply and waste, structural design, and site utilities. (D) Meeting with City representatives to present the 100% construction documents. (E) Finalizing the 100% construction documents to reflect changes and comments determined by consensus at meetings with City representatives. Items to be included in the construction documents set are: (1) Site development plans (layout, grading, storm sewer and drainage areas, water and sanitary sewer, lighting, power distribution, erosion control,planting and irrigation, and details). (2) Building plans (floor plans, elevations, section, details, HVAC, plumbing, electrical, food service equipment, finishes, and structural). (3) Project manual consisting of technical specifications and City's front-end master contract documents. Task IV Bidding Phase (A) Assisting City in preparing the advertisement for bids. (B) Assisting with pre-qualification of contractors and general contractors. (C) Answering questions from bidders and preparing addenda as necessary. (D) Assisting City as required in opening bids. (E) Providing bid tabulations and Letters of Recommendation. (A summary of the bid analysis will be provided to City for use in selection and award of the construction contract). (F) Furnishing the selected contractor and City with final plans for construction. Task V Construction Phase Services Construction Phase Services do not include a full-time resident project representative. (A) Providing site observation visits appropriate to the state and quality of the contractor's work in progress. Site observation visits shall be provided for the purpose of ascertaining for City that the work is in substantial or general conformance with the contract documents and design intent. (1) Should non-conforming or defective work be observed, Architect/ Consultant will immediately inform City's representative that conforming or remedial action is required. (2) The number of site observation visits to be provided by Architect/ Consultant shall be appropriate to the work in progress as determined in the judgment of Architect/Consultant, or as otherwise requested or directed by City,but in any event shall not exceed one (1) visit per week over the eight (8) month period of construction. (B) Conducting coordination meetings with contractors, inspection personnel, and City representatives to discuss strategy, problem areas, progress, and any required or requested coordination; and preparing a summary of these meetings and distribute them to City and contractor. Coordination meetings shall not exceed one (1) meeting per week conducted in conjunction with a site observation visit. Architect/Consultant's estimation is that construction will take approximately eight(8)months. (C) Reviewing shop drawings and other submittal information for the purpose of ascertaining conformance with the design intent and construction documents. (D) Providing written responses to requests for information or clarifications. (E) Preparing and processing change orders, if required. (F) Reviewing monthly pay requests by the contractor. (G) Assisting City in conducting substantial completion and final completion observations. (H) When complete,recommending final acceptance of work. During the Construction Phase, Architect/Consultant will not be responsible for the contractor's means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident thereto. Architect/Consultant will not be responsible for the contractor's failure to perform or furnish the work in accordance with the construction documents. Architect/Consultant will not be responsible for any delays in the execution of the work caused by the contractor. f s y _ AD i \ i i w v x s d yt }A P R• Al • � �i °,�'%%�`�� 1111 10.010 �togo M�Qdwmjk , +� ll Rd op' s't� \o ` 0 Crewaft NNW- T fes";-•/��' r =i t ;. ■ ' _'.:•.' arm. r � , 1 191. lit �\ r r noI i ►.�Ifl!: ► i FOREST CREEK GOLF . PROJECT ROUND ROCK, TEXAS, ►1�► a a i JL ' we"ac'r�y'tin PROPOSED PLAN ►4.rs. FO UC FOREST CREEK And ASW u►TES GOLF CLUB - PROJECTgr£st52��+P� ARCHITECTS OF A1 ,1 1=.0.WX 217 Root, MAS 7:1680 ROUND ROCK, TEXAS. WEr MAMM (512)255-7852 FAX(512)235-3445 DATE: 10-4-05 DATE: October 7, 2005 SUBJECT: City Council Meeting - October 13, 2005 ITEM: 10.E.1. Consider a resolution authorizing the Mayor to execute a Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services with R. Gill & Associates for the design of Clubhouse Renovations, addition of a Pavilion and Parking Lot Improvements for the Forest Creek Golf Course. Deuartment: Engineering & Development Services Staff Person: Larry Madsen, Building Construction Manager Justification: Improvements to the Forest Creek Golf Course for Clubhouse Renovations as well as a new Event Pavilion addition to provide dining for approximately 150 people. The clubhouse renovations would improve capabilities for food preparation and the pavilion would provide an indoor/outdoor facility to house non-golf portions of tournaments and events. R. Gill and Associates designed the original project and staff felt with their prior history, qualifications and plans will be an excellent choice for this project. Agreement includes architecture design, mechanical/electrical/plumbing engineering, civil and structural engineering, as well as landscape design. Funding: Cost: $57,275.00 Source of funds: Self Financed General Funds Outside Resources: R. Gill & Associates Public Comment: N/A EXECUTED DOCUMENT FOLLOWS Standard Form of Agreement Between Owner and Architect/Consultant Based on AIA Document 8141 - 1997 1997 Edition - Electronic Format TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 COMPENSATION 1.5 MISCELLANEOUS PROVISIONS AGREEMENT made as of the 4h1r4ecn+h Cl3)day of the month of QC'rQ66R in the year Two Thousand Five. BETWEEN Architect's/Consultant's client identified as Owner: City of Round Rock,Texas 221 East Main Street Round Rock,Williamson and Travis Counties,Texas 78664 and Architect/Consultant: R. Gill&Associates (RGA) Post Office Box 217 Round Rock,Texas 78680 For the following Project: Professional services generally including Design Development, Construction Document Phase, and Construction Observation relating to the following: clubhouse modifications and renovation, and event pavilion addition, and parking lot surface and configuration improvements, all at the Forest Creek Golf Club located in Round Rock, Williamson County,Texas. Owner and Architect/Consultant agree as follows: 00091587/jkg R-o5-t0-13-IOEI ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: Clubhouse modifications and renovation, and event pavilion addition, and parking lot surface and configuration improvements,all at the Forest Creek Golf Club located in Round Rock,Williamson County,Texas. 1.1.2.2 The physical parameters are: Location to be on site at Forest Creek Golf Club located in Round Rock,Williamson County,Texas. 1.1.2.3 The Scope of Services is as follows: Clubhouse Modifications and Renovation Improvement to the clubhouse building to expand the food and beverage dining area and to create capabilities for preparation of hot foods. Modifications to the golf shop counter and control center are also a part of this improvement. Event Pavilion Addition Creation of an indoor/outdoor flexible pavilion capable of serving 150+patrons at a time to include toilets,storage area and staging area for food service and equipment such as ice maker,food warmers,and an area for janitorial services. Civil Engineering Services and Site Parking Design Civil engineering services and site parking design are included within this Scope of Services in accordance with City's agreement with Baker-Aicklen dated July 28,2005. 1.1.2.3.1 Drawings shall include the following information: (a) Architectural Floor Plan (b) Landscape Design (c) Roof Plan (d) Exterior Elevations (e) Building Sections (f) Wall Sections/Details (g) Schedules (h) Interior Elevations (i) Specifications are to be shown on drawings. 1.1.2.3.2 The structural system for the building will be wood frame or a metal building frame system. The Building Sections will provide truss profiles illustrating design intent. 1.1.2.3.3 The final calculations and member sizing will be required to be provided by the manufacturer of the structural members. 1.1.2.3.4 The foundation for the building will be a slab on grade with the design being provided by a structural consultant hired by R.Gill&Associates(RGA). 1.1.2.3.5 Design Services to be performed by RGA shall include the following: (a) Perform a code evaluation of the buildings to confirm the design requirements and the City's design guidelines. 2 (b) Complete the design and detailing of the architectural components of the building, based on the conceptual plans,in sufficient detail to explain the intent. (c) Answer questions during the bid process. (d) Provide construction observation services at scheduled intervals not more frequently than one (1) visit per week. (e) Provide Mechanical,Electrical,and Plumbing engineering through a licensed consultant. (f) Base the technical specifications on RGA standard specifications for small projects as modified for the project as required. (g) Prepare the design drawings for the project in AutoCAD 2005 format. (h) It is agreed by and between the parties that bidding services are included as part of this agreement. (i) It is agreed by and between the parties that printing costs are not included as part of this agreement. 0) Deliverables shall include progress drawings provided on an"as needed"basis. (k) Upon completion of the final design package,the following deliverable shall be provided: one(1) set of unbound"D"size reproducible construction drawings for printing. 1.1.2.3.6 Scope of Services shall include the performance of all items of Design Development Phase, Construction Document Phase,and Construction Observation Phase which are denoted on Exhibit"A"attached hereto and made a part hereof for all purposes. 1.1.2.4 The legal parameters are: As delineated herein. 1.1.2.5 The financial parameters are as follows. Architect's/Consultant's compensation for services under this Agreement shall not exceed $53,775.00 for delineated services,and shall not exceed$3,500.00 for Reimbursable Expenses,totaling the not-to-exceed sum of $57,275.00,which sum shall include all deliverables and shall include reimbursable expenses at actual cost and as actually incurred. Payment to Architect/Consultant for approved reimbursable expenses shall not exceed the stated sum of$3,500.00 without prior express written approval from Owner. The not-to-exceed sum for services shall be payable as follows: Design Development Phase 35% $18,822.00 Construction Document Phase 45% $24,198.00 Construction Observation Phase 20% $10,755.00 Total Fee: 100% $53,775.00 1.1.2.6 The time parameters are: Eighteen(18) consecutive months from date of execution of this Agreement, with ability to renew and extend only by express written agreement of the parties. 1.1.2.7 The proposed procurement or delivery method for the Project is: Professional services such as architectural planning and consulting will be engaged by negotiated contract. 1.1.2.8 Other time parameters are: 3 Unless sooner terminated in accordance with the applicable provisions of this Agreement,or extended by mutual agreement approved by Owner,the term of this Agreement shall be from the date hereof until final completion of the Project and all architectural/engineering services in connection therewith,and resolution of any outstanding Project-related claims or disputes. 1.1.2.9 As to the Project Performance Schedule,time of completion shall be eighteen(18)consecutive months from date of execution of this Agreement. Architect/Consultant understands and acknowledges that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein. In this regard, Architect/Consultant shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in a manner that is consistent with professional skill and care and the orderly progress of the Project, excepting delays beyond Architect's/Consultant's control. 1.1.3 PROJECT TEAM 1.1.3.1 Owner's Designated Representative is: Larry Madsen Construction Coordination Manager City of Round Rock 2008 Enterprise Round Rock,Texas 78664 1.1.3.2 The persons or entities, in addition to Owner's Designated Representative, who are required to review Architect's/Consultant's submittals to Owner are: City Manager James R.Nuse 221 East Main Street Round Rock,Texas 78664 1.1.3.3 Owner's other consultants and contractors are: Not selected at this time. 1.1.3.4 Architect's/Consultant's Designated Representative is: Ray Gill R.Gill&Associates Post Office Box 217 Round Rock,Texas 78680 1.1.3.5 The consultants retained at the Architect's/Consultant's expense are: R.Gill& Associates $31,175.00 MEP Engineers $ 6,400.00 Civil Engineers $14,500.00 Landscape Architect $ 1,200.00 Structural Engineer 500.00 Total $53,775.00 1.1.4 When the services under this Agreement include contract administration services, it is intended that the General Conditions of the Contract for Construction shall be the standard AIA Document as modified between Owner and Contractor. Architect's/Consultant's responsibility to provide services for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to Owner of 4 the final certificate for payment. Duties,responsibilities and limitations of authority of Architect/Consultant shall not be restricted, modified or extended without written agreement of Owner and Architect/Consultant with consent of Contractor,which consent shall not be unreasonably withheld. 1.1.5 The information contained in this Article 1.1 may be reasonably relied upon by Owner and Architect/Consultant in determining Architect's/Consultant's compensation. However, it is expressly agreed and understood by all parties that the total sum of$53,775.00,plus reimbursable expenses in the total sum of$3,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant, unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by City Council or City Manager action. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 Owner and Architect/Consultant shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor 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, Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. Owner shall furnish to Architect/Consultant, within fifteen(15)days after receipt of a written request, information necessary and relevant for Architect/Consultant to evaluate,give notice of or enforce lien rights. 1.2.2.2 Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work,Owner's other costs,and reasonable contingencies related to all costs. 1.2.2.3 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Architect/Consultant in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's/Consultant's services. 1.2.2.4 Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize Architect/Consultant to furnish them as a Change in Services when such services are requested by Architect/Consultant and are reasonably required by the scope of the Project and are approved by Owner. 1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing, 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 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 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 Architect's/Consultant's Instruments of Service. 1.2.2.8 Owner shall furnish,or direct Architect/Consultant to obtain at Owner's expense,a certified survey of the selected site giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions,easements,encroachments,zoning,deed restrictions,boundaries,contours and other data pertaining to existing buildings or adjacent to the site,other improvements and trees;and full information as to available service and utility lines,both public and private,and test borings,pits,reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 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 Owner and are not to be included by Architect/Consultant in the specifications for the Project. 5 1.2.2.10 Owner will provide Architect/Consultant with miscellaneous items such as the Project Facility Program,two(2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction,Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, 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. 1.2.2.11 Because Architect/Consultant does not control the costs of labor, materials, equipment, services furnished by others, methods of determining prices, competitive bidding or market conditions, any opinions rendered as to costs shall be made on the basis of its experience and shall represent its judgment as an experienced and qualified professional. However,Architect/Consultant does not guarantee that proposals,bids or actual costs will not vary from its opinions of costs. If Owner wishes greater assurance as to the amount of any cost,Owner shall have the right to employ an independent cost estimator. 1.2.3 ARCHITECT/CONSULTANT 1.2.3.1 The services performed by Architect/Consultant,Architect's/Consultant's employees and Architect's/Consultant's subconsultants shall be as enumerated in Paragraphs 1.1.2.3 and as enumerated elsewhere herein,in attached and accompanying documents,in supplemental documents,and in related documents. 1.2.3.2 Architect's/Consultant's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Architect/Consultant shall submit for Owner's approval a schedule for the performance of Architect's/Consultant's services which initially shall be consistent with the time periods established in Paragraph 1.1.2.6 and which may be adjusted,if necessary and approved by Owner,as the Project proceeds. This schedule shall include allowances for periods of time required for Owner's review, for the performance of Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by Owner shall not, except for reasonable cause, be exceeded by Architect/Consultant or Owner. 1.2.3.3 Architect's/Consultant's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's/Consultant's behalf with respect to the Project. 1.2.3.4 Architect/Consultant shall maintain the confidentiality of information specifically designated as confidential by Owner,unless withholding such information would violate the law,create the risk of significant harm to the public or prevent Architect/Consultant from establishing a claim or defense in an adjudicatory proceeding. Architect/Consultant shall require of Architect's/Consultant's subconsultants similar agreements to maintain the confidentiality of information specifically designated as confidential by Owner. 1.2.3.5 Except with Owner's knowledge and consent,Architect/Consultant shall not engage in any activity,or accept any employment, interest or contribution that would reasonably appear to compromise Architect's/Consultant's professional judgment with respect to this Project. 1.2.3.6 Architect/Consultant shall review laws, codes, and regulations applicable to Architect's/Consultant's services. Architect/Consultant shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. 1.2.3.7 Architect/Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by 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. 1.2.4 ARCHITECT'S/CONSULTANT'S SERVICES 1.2.4.1 Basic Services. (1) Architect's/Consultant's Basic Services consist generally of the services described herein and in exhibits, and include such other services as may be necessary to assist Owner in the design and construction of the Project, 6 within the limits Owner has budgeted or will budget therefor,and in compliance with the Project Facility Program, which is hereby made a part of this Agreement for all purposes. Architect/Consultant agrees that upon execution of this Agreement, it will submit to Owner within ten(10) days a list of all additional consultants it intends to utilize,not previously identified, delineating their respective tasks.All of Architect's/Consultant's subconsultants shall be subject to the approval of Owner through its City Manager, and Owner reserves the right to reject any consultant. Architect/Consultant shall perform all work hereunder in a manner satisfactory and acceptable to Owner,represented by its City Manager or his/her designee,hereinafter referred to as"Director." A Performance Schedule shall be agreed to by Architect/Consultant and Director, and Architect/Consultant agrees to use its best efforts to complete all services hereunder in accordance with such Performance Schedule. 1.2.4.2 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 Owner and Architect/Consultant. 1.2.4.3 Additional Services.Architect/Consultant shall perform Additional Services,as requested by Owner,after a not- to-exceed amount has been mutually agreed upon in writing by the Director and Architect/Consultant.Where City Council authorization is required,Architect/Consultant shall not proceed until the appropriate Resolution for such Additional Services has been adopted.The following services are not covered under Paragraphs 1.2.4.1 - 1.2.4.2, which define and outline Architect's/Consultant's Basic Services. If any of these Additional Services are authorized in writing by the Director in advance of their performance,they shall be paid for in the manner agreed to at the time of authorization. (a) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by Owner, unforeseen circumstances due to hidden or unknown conditions, or codes/ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error,oversight, clarification, discrepancy, or budget overruns in the work of Architect/Consultant, Owner shall not be liable to compensate Architect/Consultant for Additional Services or expenses in such connection. (b) Providing other extraordinary professional services over and above the Contract Documents requirements, where required and requested by Owner, including extraordinary professional services which might result if Owner decides to"fast track"the Project. 1.2.4.3.1 Compensation for additional services will be billed by Architect/Consultant on an hourly basis at$175.00 per hour for principals'time,and at$65.00 per hour for drafting. 1.2.4.3.2 The following work, if performed by Architect/Consultant at the specific request of City, shall be considered Additional Services: (a) Travel and subsistence outside of the Austin area for conferences,deliveries,or trips not coming under the defined Scope of Services. (b) Assistance to the contractor for correction of field errors. (c) Permits and fees. (d) Revisions to substantially-completed construction documents or design calculations occasioned by changes in the scope of the Project. (e) Revisions to substantially-completed construction documents to indicate or incorporate as-built conditions which are outside of the defined Scope of Services. (f) Construction phase representation and/or engineering services which are outside of the defined Scope of Services. 7 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 Owner of all elements of the Project designed or specified by Architect/Consultant. 1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by Owner and equipment designed, specified, selected or specially provided for by Architect/Consultant, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor,plus for Contractor's overhead and profit. 1.3.1.3 The Cost of the Work does not include the compensation of Architect/Consultant and Architect's/Consultant's subconsultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of Owner. 1.3.2 USE OF DOCUMENTS 1.3.2.1 All documents, including but not limited to drawings, specifications and data or programs stored electronically, prepared by Architect/Consultant and its subconsultants are related exclusively to the services described in this Agreement and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Architect's/Consultant's designs under this Agreement (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents,completed or partially completed),shall be the property of Owner to be thereafter used in any lawful manner as Owner elects. Any such subsequent use made of documents by Owner shall be at Owner's sole risk and without liability to Architect/Consultant, and Owner shall indemnify, defend and hold harmless Architect/Consultant from all claims, damages, losses and expenses, including but not limited to attorneys fees, resulting therefrom. By execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement, Architect/Consultant hereby conveys,transfers and assigns to 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. Copies may be retained by Architect/Consultant. Architect/Consultant shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect/Consultant or anyone connected with Architect/Consultant, including agents,employees,consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect/Consultant without cost to Owner. 1.3.2.2 Upon execution of this Agreement, Architect/Consultant grants to Owner permission to reproduce Architect's/Consultant's Instruments of Service for purposes of constructing, using and maintaining the Project, provided that Owner shall comply with its obligations,including prompt payment of all sums when due,under this Agreement. Architect/Consultant shall obtain similar permission from Architect's/Consultant's subconsultants consistent with this Agreement. If and upon the date Architect/Consultant is adjudged in default of this Agreement, 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 Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another parry without the prior written agreement of Architect/Consultant.However,Owner shall be permitted to authorize the contractor, subcontractors, sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at Owner's sole risk and without liability to Architect/Consultant and its consultants. 8 1.3.2.4 Prior to Architect/Consultant providing to Owner any Instruments of Service in electronic form or Owner providing to Architect/Consultant any electronic data for incorporation into the Instruments of Service,Owner and Architect/Consultant 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. Any electronic files are provided by Architect/Consultant for the convenience of Owner,and use of them is at Owner's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Architect/Consultant,the hardcopy shall prevail. Only printed copies of documents conveyed by Architect/Consultant shall be relied upon. Because data stored in electronic media format can deteriorate or be modified without authorization of the data's creator, Owner shall have sixty (60)days to perform acceptance tests,after which time Owner is deemed to have accepted the data transferred. 1.3.2.5 All plans and drawings will be prepared and submitted by Architect/Consultant to 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 Architect/Consultant shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of Architect/Consultant, including services required of Architect's/Consultant's subconsultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing. It is expressly agreed and understood by all parties that the total sum of$53,775.00, plus reimbursable expenses in the total sum of$3,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant,unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by City Council resolution. 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 Architect's/Consultant's services, Architect/Consultant may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation. 1.3.4.2 Owner and Architect/Consultant 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 Owner and Architect/Consultant hereby expressly agree that no claims or disputes between Owner and Architect/Consultant 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 Owner is subject to an arbitration proceeding related to the Project, Architect/Consultant consents to be joined in the arbitration proceeding if Architect's/Consultant's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 9 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 1.3.6.1 Architect/Consultant and 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 1.3.7. 1.3.7 TERMINATION OR SUSPENSION 1.3.7.1 If Owner fails to make payments to Architect/Consultant 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 Architect/Consultant elects to suspend services, prior to suspension of services, Architect/Consultant shall give fifteen (15) days' written notice to Owner. In the event of a suspension of services, Architect/Consultant shall have no liability to Owner for delay or damage caused Owner because of such suspension of services. Before resuming services,Architect/Consultant shall be paid all non-disputed sums due prior to suspension Architect's/Consultant's fees for the remaining services and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total sum of $53,775.00, plus reimbursable expenses in the total sum of$3,500.00 shall represent the absolute limit of Owner's liability to Architect/Consultant,unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement must be duly authorized by City Council resolution. 1.3.7.2 In connection with the work outlined in this Agreement,it is agreed and fully understood by Architect/Consultant that Owner may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of Owner,upon fifteen(15)days' written notice to Architect/Consultant,with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect/Consultant shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms 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 Owner upon termination of this Agreement,and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect/Consultant shall cooperate in providing information. 1.3.7.3 Nothing contained in Paragraph 1.3.7.2 shall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect/Consultant when Architect/Consultant is in default under this Agreement, nor shall this section constitute a waiver of any right, at law or at equity,which Owner may have if Architect/Consultant is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. 1.3.8 PAYMENTS TO ARCHITECT/CONSULTANT 1.3.8.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of Architect's/Consultant's statement of services. Architect's/Consultant's invoices to Owner shall provide complete information and documentation to substantiate Architect's/Consultant's charges,and shall be in a form specified by Owner. All payments to Architect/Consultant shall be made on the basis of the invoices submitted by Architect/Consultant and approved by Owner's Director. Such invoices shall conform to the schedule of services and costs in connection therewith. 1.3.8.2 Reimbursable Expenses are in addition to compensation for Architect's/Consultant's services and include expenses incurred by Architect/Consultant and its employees and consultants directly related to the Project, as identified herein: .1 transportation in connection with the Project,authorized out-of-town travel,and electronic communications; .2 reproductions,plots,standard form documents,postage,handling and delivery of Instruments of Service; .3 reimbursable expenses as designated in Article 1.4; 10 .4 other similar direct Project related expenditures. 1.3.8.3 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 Owner or Owner's authorized representative at mutually convenient times. All Reimbursable Expenses shall be clearly shown on invoices. Should additional backup material be requested by Owner,Architect/Consultant shall comply promptly with such request. In this regard, should Owner's Director determine it necessary, Architect/Consultant shall make all records and books relating to this Agreement available to Owner for inspection and auditing purposes. 1.3.8.4 Direct Personnel Expense is defined as the direct salaries of Architect's/Consultant'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. 1.3.8.5 Owner reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect/Consultant and to adjust the same to meet the requirements of this Agreement. Following approval of invoices, Owner will endeavor to pay Architect/Consultant promptly,but not later than the time period required under the Texas Prompt Payment Act;however,under no circumstances shall Architect/Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Architect/Consultant and Owner or because of amounts which Owner has a right to withhold under this Agreement or state law. 1.3.8.6 Owner may,at its option,offset any amounts due and payable under this Agreement against any debt(including taxes)lawfully due to Owner from Architect/Consultant,regardless of whether the amount due arises pursuant to this Agreement or otherwise and regardless of whether the debt due to Owner has been reduced to judgment by a court. 1.3.8.7 Records of Architect/Consultant pertaining to this Project, and records of accounts between Owner and Architect/Consultant,shall be kept on a generally recognized accounting basis and shall be available to Owner or its authorized representatives at mutually convenient times. 1.3.9 INDEMNIFICATION 1.3.9.1. Architect's/Consultant's Responsibility for Work. Approval by Owner shall not constitute nor be deemed a release of the responsibility and liability of Architect/Consultant, its employees, subcontractors, agents and subconsultants 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 Owner for any defect,error or omission in the Designs,Working Drawings,and Specifications or other documents prepared by Architect/Consultant,its employees,subcontractors,agents and subconsultants. 1.3.9.2 Indemnification (Damage Claims). Architect/Consultant agrees to defend, indemnify and hold Owner, 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/Consultant's breach of any of the terms or provisions of this Agreement,or by any negligent act or omission of Architect/Consultant,its 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 resulting from the negligence of Owner, its officers,agents,employees or separate contractors,and in the event of joint and concurrent negligence of both Architect/Consultant and Owner, 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 Owner 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. 1.3.9.3 Indemnification(Patent and Copyright Claims).Architect/Consultant agrees to indemnify Owner,its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect/Consultant, its employees, associates or subconsultants, pursuant to this Agreement infringe a U.S. patent or copyright directly,indirectly or contributorily.Architect/Consultant will pay any and all resulting costs, damages and attorney's fees finally awarded,provided that: 11 (1) Owner promptly notifies Architect/Consultant in writing of the claim;and (2) Architect/Consultant has sole control of the defense and all related settlement negotiations. (a) If Architect/Consultant defends Owner against such claims,the City Attorney of Owner shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect/Consultant on Owner's behalf. (b) Architect's/Consultant's defense and indemnification under this section is conditioned on Owner'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, Owner will permit Architect/Consultant, at Architect's/Consultant's option and expense, either to procure the right for Owner 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 terms which are reasonable in Architect's/Consultant's judgment,Owner,to the extent Owner is legally able to do so,will cease using the Designs,Plans or Specifications on written request of Architect/Consultant,in which instance Owner has the sole option to either require Architect/Consultant to perform new design work at Architect's/Consultant's sole expense,or to terminate this Agreement. (c) Architect/Consultant 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 Owner, or by any engineering consultant subsequently employed by Owner. (d) The foregoing states the entire obligation of Architect/Consultant with respect to infringement of patents and copyrights. (3) The indemnification and defense provisions as set forth in this Paragraph 1.3.9 shall not apply to products or materials which Owner has required that Architect/Consultant includes in any of the Designs, Plans and Specifications, or which are substituted by Contractor or any of its subcontractors during the Construction Phase of this Agreement. 1.3.10 INSURANCE 1.3.10.1 Insurance. Architect/Consultant, at its sole cost, shall have and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of Two Hundred Fifty Thousand Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to Owner. 1.3.10.2 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect/Consultant, Architect/Consultant shall require each subconsultant performing work under this Agreement to maintain during the term of this Agreement,at the subconsultant's own expense,the same stipulated minimum insurance required in Paragraph 1.3.10.1 above,including the required provisions and additional policy conditions as shown below in Paragraph 1.3.10.3. As an alternative,Architect/Consultant may include its subconsultants as additional insureds on its own coverages as prescribed under these requirements. Architect's/Consultant's certificate of insurance shall note in such event that the subconsultants are included as additional insureds. Architect/Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements.Architect/Consultant 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. Owner shall be entitled,upon request and without expense,to receive copies of these certificates of insurance. 1.3.10.3 Insurance Policy Endorsements. Each insurance policy under Paragraph 1.3.10.1 shall include the following conditions by endorsement to the policy: 12 (1) Each policy shall require that thirty(30)days prior to the expiration,cancellation,non-renewal or any material change in coverage,a notice thereof shall be given to Owner by certified mail to: City Manager,City of Round Rock 221 East Main Street Round Rock,Texas 78664 Architect/Consultant shall also notify Owner, within 24 hours of receipt, of any notices of expiration, cancellation, non-renewal,or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against Owner for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect/Consultant. (3) The Term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of Owner 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 Owner,to any such future coverage,or to Owner's Self-Insured Retentions of whatever nature. 1.3.10.4 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect/Consultant shall be borne solely by Architect/Consultant,with certificates of insurance evidencing such minimum coverage in force to be filed with Owner. ARTICLE 1.4 COMPENSATION 1.4.1 For Architect's/Consultant's services as described herein,compensation shall be computed as follows: Architect's/Consultant's compensation for services under this Agreement shall not exceed $53,775.00 for delineated services,and shall not exceed$3,500.00 for Reimbursable Expenses,totaling the not-to-exceed sum of $57,275.00,which sum shall include all deliverables and shall include reimbursable expenses at actual cost and as actually incurred. Payment to Architect/Consultant for approved reimbursable expenses shall not exceed the stated sum of$3,500.00 without prior express written approval from Owner. The not-to-exceed sum for services shall be payable as follows: Design Development Phase 35% $18,822.00 Construction Document Phase 45% $24,198.00 Construction Observation Phase 20% $10,755.00 Total Fee: 100% $53,775.00 1.4.2 If the services of Architect/Consultant are changed as described in Paragraph 1.3.3, Architect's/Consultant's compensation shall be adjusted. Such adjustment shall be calculated as described below. 1.4.3 For a Change in Services of Architect's/Consultant's subconsultants, compensation shall be computed as a multiple of one(1.00)times the amounts billed to Architect/Consultant for such services. 1.4.4 For Reimbursable Expenses as described herein, and any other items included in Article 1.4 as Reimbursable Expenses, the compensation shall be computed as a multiple of one (1.00) times the expenses incurred by Architect/Consultant and its employees and subconsultants. 1.4.5 Other Reimbursable Expenses, if any, are as follows: Technical use of computers for design, analysis, and graphics shall be billed at the rate of$25.00 per hour. 1.4.6 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. 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. 13 1.4.7 Payments are due and payable thirty(30)days from the date of Architect's/Consultant's invoice,or not later than the time period required under the Texas Prompt Payment Act,whichever is later. Non-disputed amounts unpaid sixty(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 Architect/Consultant. One and one-half percent(1 1/2%)per month (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at Owner's and Architect s/Consultant's principal places of business,the location of the Project and elsewhere may affect the validity of this provision.Specific legal advice should be obtained with respect to deletions or modifications,and also regarding requirements such as written disclosures or waivers) 1.4.8 No deductions shall be made from Architect's/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors. 1.4.9 No additions shall be made to Architect's/Consultant's compensation based upon Project construction claims, whether paid by Owner or denied. ARTICLE 1.5 MISCELLANEOUS PROVISIONS 1.5.1 This Agreement shall be governed by the laws of the state of Texas, and venue shall lie in Williamson County, Texas. This Agreement contains the entire and fully integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, agreements, or understandings, whether written or oral. This Agreement may be supplemented or amended only by a written document executed by both parties and implemented in accordance with provisions herein. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 1.5.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and 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 begin to run any later than the date when Architect's/Consultant's services are substantially completed. 1.5.3 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Owner or Architect/Consultant. 1.5.4 Unless otherwise provided in this Agreement,Architect and Architect's/Consultant's subconsultants 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. It is expressly understood and agreed by and between the parties hereto that Owner does not request or require that Architect/Consultant undertake or perform any services, studies or tests,or make any determinations involving hazardous substances or conditions,as defined by federal or state law. Therefore, Architect/Consultant undertakes no such obligation, and Owner agrees to indemnify and hold harmless Architect/Consultant from and against any claims, losses, damages, liability, and costs arising out of or in any manner connected with the presence, discharge, release, or escape of hazardous substances or conditions of any kind, or environmental liability of any nature, in any manner related to services performed by Architect/Consultant. If any hazardous substance or condition is observed by Architect/Consultant, it may be permitted by Owner to cease services until the hazardous substance or condition has been eliminated. Architect/Consultant shall have the obligation to notify Owner of any such substance or condition of which Architect/Consultant becomes aware,and Owner shall be responsible for its elimination. 1.5.5 Architect/Consultant shall have the right to include photographic or artistic representations of the design of the Project among the Architect's/Consultant's promotional and professional materials. Architect/Consultant shall be given reasonable access to the completed Project to make such representations.However,Architect's/Consultant's materials shall not include Owner's confidential or proprietary information if Owner has previously advised 14 Architect/Consultant in writing of the specific information considered by Owner to be confidential or proprietary. Owner shall provide professional credit for Architect/Consultant in Owner's promotional materials for the Project. 1.5.6 If Owner requests Architect/Consultant to execute certificates,the proposed language of such certificates shall be submitted to ArchitecdConsultant for review at least fourteen(14)days prior to the requested dates of execution. Architect/Consultant shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.5.7 Owner and Architect/Consultant, 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.Nothing in this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Architect/Consultant and Owner,and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Architect/Consultant and not for the benefit of any other party. Neither Owner nor Architect/Consultant shall assign, sublet or transfer any rights under or interest in this Agreement without the written consent of the other, except that Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume Owner's rights and obligations under this Agreement. Architect/Consultant shall execute all consents reasonably required to facilitate such assignment. 1.5.8 Architect/Consultant its subconsultants, agents, employees and subcontractors, shall comply with applicable federal and state laws,the Charter and ordinances of the City of Round Rock, in effect at applicable times, and with all applicable rules and regulations promulgated by all local,state and national boards,bureaus and agencies. Architect/Consultant shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 1.5.9 Architect/Consultant shall pay any taxes required by law arising by virtue of services performed hereunder. Owner is qualified for exemption pursuant to provisions of§151.309 of the Texas Limited Sales,Excise,and Use Tax Act. 1.5.10 Architect/Consultant covenants and represents that Architect/Consultant, its officers, employees, agents, subconsultants 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 design or construction of the Project. 1.5.11 All notices and correspondence to Owner by Architect/Consultant shall be mailed or delivered as follows: City Manager,City of Round Rock 221 East Main Street Round Rock,Texas 78664 All notices and correspondence from Owner to Architect/Consultant shall be mailed or delivered as follows: R.Gill&Associates (RGA) Post Office Box 217 Round Rock,Texas 78680 1.5.12 Unless otherwise expressly provided,Architect/Consultant shall have access to the site for activities necessary for the performance of required services. Architect/Consultant shall take all reasonable precautions to prevent and/or minimize damage due to such activities. 15 This Agreement entered into as of the day and year first written above. OWNER ARCHITECT/CONSULTANT CITY OF R ND R E R. CIATES By: By: N well,Mayor Ray Gill, rine al ATTEST: Dw&yw Christine R.Martinez,City Secretary 4a, S TO FORM: ets,City Attorney 16 EXHIBIT"A" TASKS FOR REOUIRED PHASES Task I Schematic Design (A) Preparing of schematic plans, sections, and outline specifications for the buildings, and site development showing critical dimensions and features. (B) Providing a statement of probable construction costs for the buildings and site development, and answering questions regarding probable cost data. (C) Providing information on finishes equipment, lighting, outlets, water supply and waste, structural design, and site utilities. (D) Meeting with City representatives to present the schematic design and to obtain schematic design comments. (E) Finalizing the schematic design package to reflect changes and comments determined by consensus at meetings with City representatives. Task II Design Development (A) Preparing design development plans and specifications for the buildings, and site development. (B) Providing a statement of probable construction costs for the buildings, and site development, and answering questions regarding probable cost data. (C) Providing information on finishes equipment, lighting, outlets, water supply and waste, structural design, and site utilities. (D) Meeting with City representatives to present the 100% design development design and to obtain design development comments. (E) Finalizing the 100% design development package to reflect changes and comments determined by consensus at meetings with City representatives. Task III Construction Documents (A) Preparing final construction plans and specifications for the buildings, and site development. (B) Providing a statement of probable costs for the buildings, and site development, and answering questions regarding probable cost data. 00091593/jkg (C) Providing final specifications and details on finishes equipment, lighting, outlets,water supply and waste, structural design, and site utilities. (D) Meeting with City representatives to present the 100% construction documents. (E) Finalizing the 100% construction documents to reflect changes and comments determined by consensus at meetings with City representatives. Items to be included in the construction documents set are: (1) Site development plans (layout, grading, storm sewer and drainage areas, water and sanitary sewer, lighting, power distribution, erosion control,planting and irrigation, and details). (2) Building plans (floor plans, elevations, section, details, HVAC, plumbing, electrical, food service equipment, finishes, and structural). (3) Project manual consisting of technical specifications and City's front-end master contract documents. Task IV BiddingPhase (A) Assisting City in preparing the advertisement for bids. (B) Assisting with pre-qualification of contractors and general contractors. (C) Answering questions from bidders and preparing addenda as necessary. (D) Assisting City as required in opening bids. (E) Providing bid tabulations and Letters of Recommendation. (A summary of the bid analysis will be provided to City for use in selection and award of the construction contract). (F) Furnishing the selected contractor and City with final plans for construction. Task V Construction Phase Services Construction Phase Services do not include a full-time resident project representative. (A) Providing site observation visits appropriate to the state and quality of the contractor's work in progress. Site observation visits shall be provided for the purpose of ascertaining for City that the work is in substantial or general conformance with the contract documents and design intent. (1) Should non-conforming or defective work be observed, Architect/ Consultant will immediately inform City's representative that conforming or remedial action is required. (2) The number of site observation visits to be provided by Architect/ Consultant shall be appropriate to the work in progress as determined in the judgment of Architect/Consultant, or as otherwise requested or directed by City,but in any event shall not exceed one (1) visit per week over the eight (8) month period of construction. (B) Conducting coordination meetings with contractors, inspection personnel, and City representatives to discuss strategy, problem areas, progress, and any required or requested coordination; and preparing a summary of these meetings and distribute them to City and contractor. Coordination meetings shall not exceed one (1) meeting per week conducted in conjunction with a site observation visit. Architect/Consultant's estimation is that construction will take approximately eight(8)months. (C) Reviewing shop drawings and other submittal information for the purpose of ascertaining conformance with the design intent and construction documents. (D) Providing written responses to requests for information or clarifications. (E) Preparing and processing change orders, if required. (F) Reviewing monthly pay requests by the contractor. (G) Assisting City in conducting substantial completion and final completion observations. (H) When complete,recommending final acceptance of work. During the Construction Phase, Architect/Consultant will not be responsible for the contractor's means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident thereto. Architect/Consultant will not be responsible for the contractor's failure to perform or furnish the work in accordance with the construction documents. Architect/Consultant will not be responsible for any delays in the execution of the work caused by the contractor.