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R-08-06-26-10C1 - 6/26/2008
RESOLUTION NO. R -08-06-26-10C1 WHEREAS, the City of Round Rock desires to retain professional architectural/engineering services for the design of the City Hall Policy Center, and WHEREAS, Austin Architecture Plus, Inc. has submitted a Standard Form of Agreement Between Owner and Architect ("Agreement"), and Supplemental Agreement No. 1 to provide said services, and WHEREAS, the City Council desires to enter into said Agreement, and Supplemental Agreement No. 1 with Austin Architecture Plus, Inc., 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, and Supplemental Agreement No. 1 with Austin Architecture Plus, Inc. for the design of the City Hall Policy Center, 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. RESOLVED this 26th day of June, 2008. O:\WDOX\RESOLUTI\R80626C1.DOC/rmc SARA L. WHITE, City Secretary ALAN MCGRAW, Mayor City of Round Rock, Texas 2 City of Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock City Hall Policy Center with Austin Architecture Plus, Inc. Based upon AIA Document B141 -1997 1997 Edition - Electronic Format Standard Form of Agreement between Owner and Architect AGREEMENT made as of the ( ) day of the month of in the year Two Thousand Eight. (In words, indicate day, month and year.) BETWEEN the Architect/Consultant's client identified as the City or the Owner: (Name, address and other information.) City of Round Rock 221 East Main Street Round Rock, Williamson and Travis Counties, Texas 78664 and the Architect/Consultant: (Name, address and other information) Austin Architecture Plus, Inc. dba Architecture + Plus 1907 N. Lamar Boulevard, Suite 260 Austin, Texas 78705 For the following Project: (Include detailed description of Project) The Project consists of the following elements: City Hall Policy Center is to be new construction of an approximately office space for City Administration staff, Mayor and Councilmember o meeting spaces for boards and commissions, public meeting spaces, and area will be designed in anticipation of tying into the future development space. It is anticipated that at least some of the required parking to serve the building. 20,000 sf building to house City Council Chambers, off- meeting office space for Public Information Department, miscellaneous support facilities. The immediate site of adjacent streetscape and campus green/public open the Policy Center will be structured and integral with Streetscape, District Plan, and Campus Green are ongoing and future projects that are to be developed in coordination with the Policy Center. The Campus Green is envisioned as a multi-purpose public open space that will be interactive with the other municipal campus facilities and streetscape. The Southwest Downtown District is currently in the planning process to address image, density, parking, land uses and other issues to guide future development. The Streetscape is planned for development in phases under already -established design guidelines. It is anticipated that these various activities will be coordinated and incorporated into the design and planning for the Policy Center. Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual, and construction. For purposes of preliminary budgeting, approximately $7,000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adjacent site work (landscaping, paving, and site parking up to the right-of-way). The Proiect is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not bound to) contracting with the consultant team to proceed into Phase 2 which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. 0013956 1/jkg a 3 EXHIBIT II A II Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design, Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination, and Stakeholder Involvement. Owner and Architect/Consultant agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. Architect/Consultant shall furnish the delineated services including but not limited to meeting with Owner representatives and others designated by Owner to determine needs and requirements; rendering professional consultation and advice; furnishing all necessary desk services for the referenced Project; and providing other specialized services. Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a requirement of federal law to comply with ADA if the construction budget exceeds $50.000. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Idents or describe, if appropriate, proposed use or goals.) Phase 1 of the referenced Project consists of professional planning and design services related to the following: City Hall Policy Center is to be new construction of an approximately 20,000 sf building to house City Council Chambers, office space for City Administration staff, Mayor and Councilmember offices, office space for Public Information Department, meeting spaces for boards and commissions,.public meeting spaces and miscellaneous support facilities. The immediate site area will be designed in anticipation of tying into the future development of adjacent streetscape and campus green/public open space. It is anticipated that at least some of the required parking to serve the Policy Center will be structured and integral with the building. Streetscape, District Plan, and Campus Green are ongoing and future projects that are to be developed in coordination with the Policy Center. The Campus Green is envisioned as a multi-purpose public open space that will be interactive with the other municipal campus facilities and streetscape. The Southwest Downtown District is currently in the planning process to address image, density, parking, land uses and other issues to guide future development. The Streetscape is planned for development in phases under already -established design guidelines. It is anticipated that these various activities will be coordinated and incorporated into the design and planning for the Policy Center. Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual, and construction. For purposes of preliminary budgeting, approximately $7,000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adjacent site work (landscaping, paving, and site parking up to the right-of-way). The Project is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not bound to) contracting with the consultant team to proceed into Phase 2 which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design, Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination, and Stakeholder Involvement. 1.1.2.2 The physical parameters are: The City Hall Policy Center is to be located on property near the intersection of Bagdad and Brown in Round Rock, Texas. 2 1.1.2.3 The Owner's Program is: See Paragraph 1.1.2 herein. The program of development shall include but not be limited to the following elements. The parties agree that elements may be omitted by Owner in order to meet the Project budget: Programming • Review and evaluate existing program and other owner furnished information. • Participate with users and/or their designated representatives to assess needs and determine Proiect requirements. It is anticipated that an interactive work session, possibly in conjunction with a local Austin area field trip, may be necessary. • Develop a program consisting of interior space needs, adjacencies, FFE needs, audio visual system needs, parking, and design criteria. • Deliverables include a bound report, draft and final, with pace requirements, adjacency diagrams, FFE list, A/V systems description and lists, and preliminary budget analysis. • Attend document owner review meeting with building committee or designated representative. Schematic Design • Review program and other owner furnished information. • Participate with Owner's building committee in an initial meeting to determine design criteria. Consider issues from public workshop or other stakeholders. • Perform necessary research for code/agency compliance. • Explore architectural design concepts with building committee, up to two or three variants. These will include sketches with illustrations of immediately adjacent site as well as streetscape and campus green. Develop selected concept into schematic design drawing illustrating overall size, architectural character of building exterior and significant interior or exterior public spaces (e.g. campus green, council chambers). • Provide statement of probable construction cost based on schematic design documents. • Deliverables include conceptual sketches and illustrations; schematic design drawings of buildings and site; interior layouts including generic furniture and parking; narrative descriptions and/or schematic representations of Architectural, Landscape, Civil, Structural, A/V, Data/Com, Security/Access Control, FFE, MEP systems; statement of probable construction cost. • Attend document owner review meeting with building committee or designated representative. Design Development • Participate with building committee on design review make adjustments to schematic design based on Owner review comments. Note that if there is a significant adjustment of Project scope and/or budget, the Project fee may also be subject to adjustment. • Develop schematic design to design development documents for disciplines of architectural, civil, landscape, structural, MEP Systems, AN, Data/Com, Security/Access Control, FFE. • Provide statement of probable construction cost based on design development documents. • Deliverables include design development documents for applicable disciplines including drawings, outline of specifications, and updated statement of probable construction cost. • Attend document owner review meeting with building committee or designated representative. Campus Green/ Streetscape/ SW Downtown District Design and Coordination • Review and evaluate available information of ongoing District and Streetscape planning and implementation. Coordinate Policy Center design and implementation with these activities and advise of any necessary adjustments. Provide conceptual level of planning and design for Campus Green in coordination with Policy Center, Streetscape, and District planning. Campus Green design and associated programming, needs assessments, public involvements, and other background research will occur in coniunction with these same activities 3 along with Policy Center. This will include disciplines of Architectural as well as Civil for input on paving/grading/utilities & infrastructure. • Deliverables include conceptual sketches and illustrations of Campus Green and Streetscape in conjunction with Policy Center schematic design. • Attend design owner review meeting in conjunction with Policy Center schematic design. Stakeholder Involvement • Attend strategy meeti g with building committee and/or designated representative and other stake holders to identify parties of interest, schedule activities, assign tasks, and generally assist in planning and determine approach to involving the stakeholders (Administration, Council, Boards/Commissions, others). It is anticipated that a workshop will occur concurrent with conceptual design of Policy Center and Campus Green but prior to completing schematic design. • Perform necessary research planning, and design. • Prepare exhibits to be used in workshop. • Participate in workshop and take lead role in presentation. • Participate in follow-up meeting with building committee and/or designated representative to review results of workshop and determine next steps. • Participate in formal presentation of conceptual plans to Council and provide information for City web site. SCHEDULE Proposed schedule for the Project is as follows: Phase 1 Programming and Needs Assessment Owner Review and Comment Schematic Design and Public Information Owner Review and Comment Design Development Owner Review and Comment Total Duration Phase 1 Phase 2 (only if engaged by City) Construction Documents Owner Review (at 65% and 95%) Bid and Negotiation Award Contract Construction and Close-out Total Duration Phase 2 5 weeks 1 week 11 weeks 1 week 15 weeks 1 week 34 weeks 18 weeks 2 weeks 8 weeks 4 weeks 52 weeks 84 weeks Architect/Consultant will maintain project schedule in a format acceptable to City throughout the duration of the Project. It is understood that City desires Project to be substantially complete no later than Oct. 10, 2010. 1.1.2.4 The legal parameters are: Not applicable. 1.1.2.5 The financial parameters are as follows: 1. Amount of the Owner's overall budget for the Project, including the Architect/Consultant's compensation, is: Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual, and construction. 4 For purposes of preliminary budgeting, approximately $7 000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adjacent site work (landscaping, paving, and site parking up to the right-of-way). The Project is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not bound to) contracting with the consultant team to proceed into Phase 2 whichwould consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design, Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination, and Stakeholder Involvement. 2. The Fee Schedule relative to Phase 1 and this Agreement is as follows: A. Basic Professional Planning and Design Services In consideration for the professional services to be performed by Architect/Consultant, City agrees to pay Architect/Consultant a total sum not to exceed Three Hundred Sixty-two Thousand Five Hundred Twenty-four and No/100 Dollars ($362,524.00). Said sum is a fixed not -to -exceed amount, and shall be paid for services as delineated herein, and shall be based on Architect/Consultant's standard hourly billing rate attached hereto as Exhibit "A" and incorporated herein by reference for all purposes. Programming $ 37,780.00 Public Information Workshop $ 16,000.00 Campus Green/Streetscape/Downtown District Planning $ 29,500.00 Schematic Design $118,554.00 Design Development $160,690.00 TOTAL $362,524.00 (not to exceed amount) Campus Green/Streetscape/Downtown District Planning includes an allowance of $7,500.00 for Civil Engineer consulting on utilities, infrastructure, and miscellaneous related areas. B. Reimbursable Expenses Allowance Payment for reimbursable expenses, including administrative charges and out -of -docket expenses, shall not exceed the maximum sum of Thirty-three Thousand and No/100 Dollars ($33,000.00). City shall pay Architect/Consultant for reimbursable expenses, as appropriately invoiced and documented, at actual cost. Reimbursable expenses shall include but not be limited to the following: Geotechnical Investigation $ 13,000.00 Surveying $ 14,000.00 Printing and Miscellaneous $ 3,000.00 Administrative Services (Time and Materials) $ 3,000.00 TOTAL $ 33,000.00 (actual costs; not to exceed amount) Allowable reimbursable expenses within the not -to -exceed amount may include the following: Reprographic and plotting of documents for other than Architect/Consultant's own in-house use; Shipping, mailing and delivery expenses for other than Architect/Consultant's own in-house use; Additional subconsultants, if requested by City; Other disbursements or agency fees made on behalf of City; Out-of-town travel, lodging, meals associated with the Project and Long distance telephone and teleconference expenses. Not -to -exceed Total Payment for Professional Services and Reimbursable Expenses Payable Hereunder: Unless subsequently changed by Supplemental Agreement hereto, Architect/Consultant's total compensation for services and 5 reimbursables hereunder shall not exceed $395,524.00. Such amount represents the absolute limit of City's liability to Architect/Consultant unless same shall be changed by additional Supplemental Agreement, and City shall pay, strictly within the confines of the not -to -exceed sums recited herein, Architect/Consultant's professional fees and reimbursable expenses for work done on behalf of City. No deductions shall be made for Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to Architect/Consultant. No additions shall be made to Architect/Consultant's compensation based on Project claims, whether paid by City or denied. Additional Services: Additional services are defined as any services not listed as a basic service including revisions to previously -approved plans that necessitate additional work for Architect/Consultant, substantive changes in Proiect scope, or additional work necessitated by unknown or reasonably unforeseen circumstances. The parties expressly agree that such additional services would be performed under a supplemental agreement negotiated at a time subsequent to this Agreement. Professional renderings or models are not included herein as a basic service, but may be requested as an additional service. As a basic service, Architect/Consultant will provide in-house office standard consulting expertise on sustainability; however, LEED, Green Building, or commissioning for same may be requested as an additional service. Architect/Consultant will provide audio-visual systems programming included in the programming phase, which will determine scope of design services. Fees for AN systems design and documents will be added after the program phase when the scope is better defined. Data/Communications (Information Technology) and Security/Access control design and fees are included in Phase 1 basis services. Submittals with applications to agencies with jurisdiction (i.e. TCEQ, City) are included as a basic service. 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling.) Services hereunder shall commence immediately upon receipt by Architect/Consultant of this executed Agreement. Completion shall be not later than the last day of October 2010 from date of execution of this Agreement. Other time parameters or adjustments to time parameters may be determined at a later date by mutual agreement of the parties hereto. 1.1.2.7 The proposed procurement or delivery method for the Project is: (Ident fy method such as competitive bid, negotiated contract, or construction management.) Professional services such as architectural/planning will be engaged by negotiated contract. The general contractor for construction will be selected by competitive bidding or other statutorily -allowed alternate delivery method. 1.1.2.8 Other parameters are: (Ident fy special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Unknown at this time 1.1.3 PROJECT TEAM 1.1.3.1 The Owner's Designated Representatives are: (List name, address and other information) James R. Nuse, P.E. City Manager City of Round Rock 221 East Main Street Round Rock, Texas 78664 Larry Madsen Liaison Construction Manager, Public Works Department City of Round Rock 2008 Enterprise Drive Round Rock, Texas 78664 6 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the Architect/Consultant's submittals to the Owner are: (List name, address and other information) Not designated at this time. 1.1.3.3 The Owner's consultants and contractors are: (List discipline and, if known, identi them by name and address.) Architects of Record / Prime Firm: Austin Architecture Plus, Inc. dba Architecture + Plus Mac Ragsdale, AIA, Principal in Charge Betty Trent, AIA, Programming Associate Architect / Design: Barnes Gromatzky Kosarek Architects Jay Barnes, AIA, BGK Principal Tommy Kosarek, AIA, Lead Designer The parties expressly agree that the above constitute the "Design Team," which team shall be the firms and individuals personally performing the duties delineated herein. MEP Engineering - Jose Guerra, Inc. Structural Engineering - Datum Engineers, Inc. Civil Engineering - Fisher Hagood, Inc. Landscape Architecture - Coleman and Associates Data/Communications/Security/AV - DataCom Design Group, LLC Cost Control - Project Cost Resource 1.1.3.4 The Architect/Consultant's Designated Representative is: (List name, address and other information) Mac Ragsdale, AIA, Principal Austin Architecture Plus, Inc. dba Architecture + Plus 1907 N. Lamar Boulevard, Suite 260 Austin, Texas 78705 1.1.3.5 The consultants retained at the Architect/Consultant's expense are: (List discipline and, if known, ident fy them by name and address) See Paragraph 1.1.3.3 herein. Upon execution of this Agreement, Architect/Consultant agrees that it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified in Architect/Consultant's proposal, delineating their respective tasks. All of Architect/Consultant's consultants shall be subject to the approval of City, and City reserves the right to reject any consultant. 1.1.4 Other important initial information is: Not applicable. 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 as modified between Owner and Contractor. 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. Architect/Consultant consents to the modifications of AIA Document A201, General Conditions of the Contract for Construction, between Owner and Contractor. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect/Consultant in determining the Architect/Consultant's compensation. 7 It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by appropriate City Council or City Manager action. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 Owner and Architect/Consultant shall fully cooperate with one another to fulfill all of their respective obligations required under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working relationships among all members of the Project team. 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. Owner shall furnish to the Architect/Consultant, within 15 days after receipt of a written request, information necessary and relevant for the Architect/Consultant to evaluate, give notice of or enforce lien rights. 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 the Architect/Consultant in order to avoid unreasonable delay in the orderly and sequential progress of Architect/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 the 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 The Owner Each party shall provide prompt written notice to the Architect other if the -Owner either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect/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 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. However, Owner agrees to reimburse Architect/Consultant the actual costs of review fees associated with Texas Building Accessibility reviews. 1.2.2.10 Owner will provide Architect/Consultant with miscellaneous items such as the Proiect Facility Program, two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, 8 Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other informations and materials as may be necessary and practicable for the orderly and epeditious 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 Owner will provide timely review and response to inquiries in order to maintain an orderly progression. 1.2.2.12 Owner will furnish relevant design standards and Owner -furnished equipment specifications. 1.2.2.12 Owner will make notifications to identified stakeholders for public information workshops, make arrangements for meeting space, and bear costs for same. Architect/Consultant will provide applicable exhibits and materials, except that reproduction and equipment rental shall be deemed reimbursable expenses. 1.2.3 ARCHITECT/CONSULTANT 1.2.3.1 The services performed by Architect/Consultant, Architect/Consultant's employees and Architect/Consultant's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and in related documents. 1.2.3.2 Architect/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/Consultant's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which Shall 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/Consultant's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect/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/Consultant's consultants 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/Consultant's professional judgment with respect to this Project. 1.2.3.6 Architect/Consultant shall review laws, codes, and regulations applicable to Architect/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. The Architect Each party shall provide prompt written notice to the Owner other if the Architect either becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to 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, a for Contractor's overhead and profit. 9 1.3.1.3 The Cost of the Work does not include the compensation of Architect/Consultant and Architect/Consultant's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of Owner. 1.3.2 INSTRUMENTS OF SERVICE 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by Architect/Consultant's and Architect/Consultant's consultants are Instruments of Service for use solely with respect to this Project. All Architect/Consultant's designs and work product under this Agreement, including but not limited to Tracings, Drawings, Estimates, Specifications, Investigations, Studies and other documents, shall be the property of Owner, to be used as Owner desires for the construction, maintenance and remodeling of the Project for which they were intended: 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 grants to Owner nonexclusive license permission to reproduce the Architect/Consultant's Instruments of Service se1e1-y for purposes of constructing, using and maintaining the Project, provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. Architect/Consultant shall obtain similar nene-xelusive—licenses permission from Architect/Consultant's consultants consistent with this Agreement. p.,ssevsien�,r- 'ro' If and upon the date Architect/Consultant is adjudged in default of this Agreement, the foregoing 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 solely 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 license 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 by = _ " 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 Architect/Consultant's consultants. 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 or licenses not otherwise provided in this Agreement. 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 Upon completion of the construction of the Project, Architect/Consultant shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described 10 supplementally herein. In addition. Architect/Consultant shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions as provided by the General Contractor. 1.3.2.7 Architect/Consultant shall have no liability for changes made to the drawings. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. Owner agrees to indemnify, defend and hold harmless Architect for any claims, damages, suits and loss of every kind and nature for the unauthorized re -use of Architect's Instruments of Service. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of Architect/Consultant, including services required of Architect/Consultant's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by appropriate City Council or City Manager action. It is expressly agreed by the parties that, as to services hereunder, the total sum of $395,524.00 including authorized reimbursable expenses shall represent the absolute limit of Owner's liability to Architect/Consultant unless same shall be changed by Supplemental Agreement hereto. • 1.3.4 MEDIATION 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation . If such matter relates to or is the subject of a lien arising out of Architect/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 avrbbitration.. 1.3.4.2 Owner and Architect/Consultant shall endeavor to resolve claims, disputes and other matters in question between them by mediation with the other party to this Agreement Request for mediation shall be filed in writing , mediation shall proceed in advance of arbitration eF legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 11 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 1.3.5.5 The award tendered by 4hc arbitrator or arbitrators shall be final, and judgment may be entered upon it in 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/Consultant's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 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 1.3.8. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the providedinP t gray 1rT= laws of the state of Texas, and venue shall lie in Williamson County, Texas. 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement as modified between Owner and Contractor. 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect/Consultant's services are substantially completed. 12 1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and Architect/Consultant waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, , .. - as modified between Owner and Contractor. Owner or Architect/Consultant, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Owner or Architect/Consultant. 1.3.7.6 Unless otherwise provided in this Agreement, Architect and Architect/Consultant's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 1.3.7.7 Architect/Consultant shall have the right to include photographic or artistic representations of the design of the Project among Architect/Consultant's promotional and professional materials. Architect/Consultant shall be given reasonable access to the completed Project to make such representations. However, Architect/Consultant's materials shall not include Owner's confidential or proprietary information if Owner has previously advised 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. 1.3.7.8 If Owner requests Architect/Consultant to execute certificates, the proposed language of such certificates shall be submitted to Architect/Consultant for review at least 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. 1.3.7.9 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. Neither Owner nor Architect/Consultant shall assign 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. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If Owner fails to make payments to Architect/Consultant in accordance substantial compliance with this Agreement, such failure shall may be considered substantial nonperformance and cause for termination or, at the Arrchit_ own, 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 sem 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 services. Architect/Consultant's fees for the remaining services and the time schedules shall be equitably adjusted. 1.3.8.3 If the-Prejeet is suspended er the A t ct's services 13 • 1.3.8.6 In the event of termination net the fae-It of the Architect, the Architect shall be compensated for services Subparagraph 1.3.8.7. 1.3.8.2 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 contract 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 theproperty 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. 1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above 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 contract, 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. 1.3.9 PAYMENTS TO ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of Architect/Consultant's statement of services. No deductions shall be made from Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which Architect/Consultant has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses, in an amount not to exceed $33,000.00. are in addition to compensation for Architect/Consultant's services and include expenses incurred by Architect/Consultant and Architect/Consultant's employees and consultants directly related to the Project, as identified in the following clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .5 renderings, models and mock ups requested by Owner; Arehitect's c lr ... � ..v,r�arc s .7 reimbursable expenses as designated in Paragraph 1.5.5.; .8 other similar direct Project -related expenditures. 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized representative at mutually convenient times. 14 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect/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. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between Owner and Architect/Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect/Consultant. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997, as herein amended. 1.4.1.2 Standard Form of Architect's Services: Design and Contract Admini.,tration, AIA Document B141 1997, or a., (List other documents, if any, delineating Architect's scope of services.) 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement.) "Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services AIA Document B141-1997. 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of the ADA/TAS to design and construct a facility for first occupancy later than January 26, 1993 that does not meet the accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet such requirements. Architect/Consultant will use its best professional efforts to interpret and meet applicable ADA/TAS requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project. ARTICLE 1.5 COMPENSATION 1.5.1 For Architect/Consultant's services as described herein, compensation shall be computed as follows: Architect/Consultant's total compensation for services hereunder shall not exceed the sum of $395,524.00 established herein, including authorized reimbursable expenses, which sum for reimbursable expenses shall include the actual costs of such items as are delineated in Paragraph 1.3.9.2 herein. 1.5.2 If the services of Architect/Consultant are changed as described in Subparagraph 1.3.3.1, Architect/Consultant's compensation may be adjusted. Such adjustment shall be calculated as described below (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and idents Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply) 1.5.3 For a Change in Services of Architect/Consultant's consultants, compensation shall be computed as a multiple of one (1. 00) times the amounts billed to Architect/Consultant for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by Architect/Consultant, and Architect/Consultant's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: None 15 1.5.6 The rates and multiples for services of Architect/Consultant and Architect/Consultant's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable thirty (30) days from the date of Architect/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. (Insert rate of interest agreed upon.) One percent (1 %) per month (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect'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.) Paragraph 1.5.2. This Agreement entered into as of the day and year first written above. OWNER CITY OF ROUND ROCK, TEXAS By: ARCHITECT AUSTIN ARCHITECTURE PLUS, INC. dba ARCHITECTURE + PLUS By: it'edLC--(Vf Alan McGraw, Mayor Mac Ragsdale, AIA, Principal ATTEST: FOR CITY, APPROVED AS TO FORM: Sara L. White, City Secretary Stephan L. Sheets, City Attorney 16 SUPPLEMENTAL AGREEMENT NO. 1 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements "City of Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock City Hall Policy Center with Austin Architecture Plus, Inc." for the following Project: Phase 1 of the referenced Project consists of professional planning and design services related to the following: City Hall Policy Center is to be new construction of an approximately 20,000 sf building to house City Council Chambers, office space for City Administration staff, Mayor and Councilmember offices, office space for Public Information Department, meeting spaces for boards and commissions, public meeting spaces, and miscellaneous support facilities. The immediate site area will be designed in anticipation of tying into the future development of adjacent streetscape and campus green/public open space. It is anticipated that at least some of the required parking to serve the Policy Center will be structured and integral with the building. Streetscape, District Plan, and Campus Green are ongoing and future projects that are to be developed in coordination with the Policy Center. The Campus Green is envisioned as a multi-purpose public open space that will be interactive with the other municipal campus facilities and streetscape. The Southwest Downtown District is currently in the planning process to address image, density, parking, land uses and other issues to guide future development. The Streetscape is planned for development in phases under already - established design guidelines. It is anticipated that these various activities will be coordinated and incorporated into the design and planning for the Policy Center. Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual, and construction. For purposes of preliminary budgeting, approximately $7,000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adjacent site work (landscaping, paving, and site parking up to the right-of-way). The Project is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not 00139837/jkg bound to) contracting with the consultant team to proceed into Phase 2 which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design, Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination, and Stakeholder Involvement. all as are more specifically identified and described in the accompanying "City of Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock City Hall Policy Center with Austin Architecture Plus, Inc." This Supplemental Agreement No. 1 is made and entered into as of the day of , 2008, and is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipality (hereinafter referred to as "City" and/or "Owner") and AUSTIN ARCHITECTURE PLUS, INC. dba ARCHITECTURE + PLUS, with offices located at 1907 N. Lamar Boulevard, Suite 260, Austin, Texas 78705 (hereinafter referred to as "Architect/Consultant"). WITNESSETH: WHEREAS, City intends to design and construct the Project described in the accompanying Agreement. Architect/Consultant's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect/Consultant's services under this Supplemental Agreement No. 1 is as recited therein. WHEREAS, City desires to contract with Architect/Consultant for provision of the therein -described services in connection with the Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, Architect/Consultant has agreed to provide such professional services for the compensation delineated therein; NOW, THEREFORE, City and Architect/Consultant, in consideration of the terms and conditions contained in the accompanying Agreement that this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect/Consultant, as an independent contractor and professional consultant in its relationship with City, shall perform all professional services for the Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect/Consultant for the Scope of Services as set forth in the accompanying Agreement, and shall compensate Architect/Consultant in accordance with the fee schedule set forth in the accompanying Agreement. Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly authorized by appropriate action of the City Manager or City Council, Architect/Consultant's total compensation for services hereunder shall not exceed $395,524.00, including Reimbursable Expenses up to $33,000.00. These amounts represent the absolute limit of City's liability to Architect/Consultant unless changed by Supplemental Agreement hereto. ARTICLE II ARCHITECT/CONSULTANT'S SERVICES 2.01 Architect/Consultant's Services consist generally of the services described in the referenced accompanying Agreement and include all services as may be necessary to assist City in the design of the Project, within the limits City 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 City within ten (10) days a list of all additional subconsultants it intends to utilize, not previously identified, delineating their respective tasks. All of Architect/Consultant's subconsultants shall be subject to the approval of City, and City reserves the right to reject any consultant. Architect/Consultant shall perform all work hereunder in a manner satisfactory and acceptable to City. A Performance Schedule shall be agreed to by Architect/Consultant and City, and Architect/Consultant agrees to use best professional efforts to complete all services hereunder in accordance with such Performance Schedule. 2.02 Additional Services. Architect/Consultant shall perform Additional Services, only as requested by City, after a not -to -exceed amount has been mutually agreed upon in writing by City and Architect/Consultant. Where City Council authorization is required, Architect/Consultant shall not proceed until the appropriate document for such Additional Services has been adopted. The following services are not covered under Article II, which defines and outlines Consultant's Services. If any of these Additional Services are authorized in writing by City in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by City, 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, City shall not be liable to compensate Architect/Consultant for Additional Services or expenses in such connection. 3 (2) Providing consultation concerning replacement of any Project work damaged by fire or other cause during construction, and furnishing professional services as required in connection with the replacement of such work, unless damage was the result of Architect/Consultant's error. (3) Providing other extraordinary professional services over and above the contract requirements, where required and requested by City, including extraordinary professional services which might result if City decides to "fast-track" the Project. ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding requirements for the Project. 3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act in its behalf. City shall examine documents submitted by Architect/Consultant and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect/Consultant's work. 3.03 Tests and inspections. City shall furnish or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests, reports and inspections as required by law or the Contract Documents. 3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by City and are not to be included by Architect/Consultant in the specifications for the Project. 3.05 Miscellaneous items. City will also provide Architect/Consultant with such items as the Project Facility Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may be necessary and practicable for the orderly and expeditious process of the work and the awarding of the Construction Contract. To the extent practicable, these documents shall be utilized in the preparation of the Construction Documents. ARTICLE IV PAYMENTS TO ARCHITECT/CONSULTANT 4.01 Scope of Services. Payments hereunder shall not exceed the following: Scope of Services (not to exceed) $ 362,524.00 Reimbursables (not to exceed) $ 33,000.00 Total $ 395,524.00 4 4.02 Deductions. No deductions shall be made from Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors. 4.03 Additions. No additions shall be made to Architect/Consultant's compensation based upon Project construction claims, whether paid by City or denied. 4.04 Abandonment. If any work designed or specified by Architect/Consultant during any phase or subphase is abandoned or suspended, in whole or in part, Architect/Consultant is to be paid for services performed prior to receipt of written notice from City of such abandonment or suspension. 4.05 Invoices. Architect/Consultant's invoices to City shall provide complete information and documentation to substantiate Architect/Consultant's charges, and shall be in a form to be specified by City. All payments to Architect/Consultant shall be made on the basis of the invoices submitted by Architect/Consultant and approved by City. Such invoices shall conform to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by City, Architect/Consultant shall comply promptly with such request. In this regard, should City determine it necessary, Architect/Consultant shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. 4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect/Consultant and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City 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 City or because of amounts which City has a right to withhold under this Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect/Consultant, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and Additional Services and include actual expenditures made by Architect/Consultant, its employees, or its subconsultants in the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized by City in advance. An allowance for Reimbursable Expenses not to exceed $33,000.00 is established as a condition of this Agreement. 5 ARTICLE V ARCHITECT/CONSULTANT'S ACCOUNTING RECORDS 5.01 Accounting Records. Records of Architect/Consultant's expenses pertaining to the Project, and records of accounts between City and Architect/Consultant, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. ARTICLE VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect/Consultant that City may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, 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 City 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. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by City or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect/Consultant when Architect/Consultant is in default under this Agreement, nor shall this Article VI constitute a waiver of any right, at law and at equity, which City 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. ARTICLE VII GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary General Conditions to AIA Document A201, "General Conditions of the Contract for Construction," are to be used by Consultant without modification; however, City may, upon prior consultation, approve of any changes that may be necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City will be included under the Special Conditions portion of the Construction Documents. 7.02 Contract Administration. This Agreement shall be administered on behalf of City by its Designated Representative, and Architect/Consultant shall fully comply with any and all instructions from City. Any dispute arising hereunder shall be submitted to City, whose decision in the matter shall be final and binding. 6 ARTICLE VIII RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 8.01 Consultant's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect/Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of designs, working drawings, specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the designs, working drawings, and specifications or other documents prepared by Architect/Consultant, its employees, subcontractors, agents and consultants. 8.02 Indemnification (Damage Claims). Architect/Consultant agrees, to the fullest extent permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorneys' fees) to the extent caused by Architect/Consultant's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its subconsultants or anyone for whom Architect/Consultant is legally liable. Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect/Consultant, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorneys' fees) to the extent caused by Owner's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the Project the subject of this Agreement. 8.03 Indemnification (Patent and Copyright Claims). Architect/Consultant agrees to completely defend and indemnify City, 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 shall pay any and all resulting costs, damages and attorney's fees finally awarded, provided that: (1) City 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 City against such claims, the City Attorney shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect/Consultant on City's behalf. (b) Architect/Consultant's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect/Consultant's opinion are likely to become, the subject of such a claim, City will permit Architect/Consultant, at Architect/Consultant's 7 option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non -infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect/Consultant's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request of Architect/Consultant, in which instance City has the sole option to either require Architect/Consultant to perform new design work at Architect/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 City, or by any engineering consultant subsequently employed by City. (d) The foregoing states the entire obligation of Architect/Consultant with respect to infringement of patents and copyrights. The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect/Consultant include in any of the designs, plans and specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the contract. 8.04 Insurance. Architect/Consultant, at Architect/Consultant's sole cost, shall purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars ($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect/Consultant shall also notify City, 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 City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect/Consultant. 8 (3) The term "City" or "City of Round Rock" shall include all authorities, boards, commissions, departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's self-insured retentions of any nature. 8.06 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 City. ARTICLE IX COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 9.01 Compliance with Laws. Architect/Consultant, its consultants, agents, employees and subcontractors shall comply with all applicable federal and state laws, the Charter and ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by all local, state and national boards, bureaus and agencies. Architect/Consultant shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 9.02 Taxes. Architect/Consultant will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE X TERM 10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by City, the term of this Agreement shall through the last day of October 2010, beginning from the date of execution hereof. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: Completion of services not later than the last day of October 2010, beginning from date of execution hereof. Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of this Agreement by express written agreement of the parties. (2) Architect/Consultant understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as 9 scheduled. In this regard, Architect/Consultant shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish services required under this Agreement in a professional manner. ARTICLE XI FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY 11.01 Financial Interest Prohibited. Architect/Consultant covenants and represents that Architect/Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the Project. 11.02 Confidentiality. Architect/Consultant's reports, evaluations, designs, drawings, data, and all other documentation and work developed by Architect/Consultant hereunder shall be kept confidential, and shall not be disclosed to any third parties without the prior written consent and approval of City. ARTICLE XII GENERAL PROVISIONS 12.01 Time is of the Essence. Architect/Consultant understands and agrees that time is of the essence and that any failure of Architect/Consultant to complete the services for each phase of this Agreement within the agreed Project Performance Schedule may constitute a material breach of this Agreement. Architect/Consultant shall be responsible for its delays or for failures to use professional efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Architect/Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Architect/Consultant's payments hereunder without waiver of any of City's additional legal rights or remedies. 12.02 Force Majeure. Neither City nor Architect/Consultant shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect/Consultant shall not assign, sublet or transfer any interest herein without City's prior written authorization 12.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be amended or supplemented by mutual agreement of the parties hereto in writing. 12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 10 12.06 Notices. All notices and correspondence to City 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 City to Architect/Consultant shall be mailed or delivered to Consultant: Mac Ragsdale, AIA, Principal Austin Architecture Plus, Inc. dba Architecture + Plus 1907 N. Lamar Boulevard, Suite 260 Austin, Texas 78705 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by the person duly authorized to execute the same in its behalf, and Austin Architecture Plus, Inc. dba Architecture + Plus, signing by and through its duly authorized representative, thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions of this Agreement. CITY OF ROUND ROCK, TEXAS AUSTIN ARCHITECTURE PLUS, INC. dba ARCHITECTURE + PLUS By: By: Printed Name: Printed Name: 4'6spqL� Title: Title: jpjr^d., Date Signed: Date Signed: 0-.7- vs ATTEST: By: Sara L. White, City Secretary FOR CITY, APPROVED AS TO FORM: By: Stephan L. Sheets, City Attorney 11 DATE: June 19, 2008 SUBJECT: City Council Meeting — June 26, 2008 ITEM: 10C 1. Consider a resolution authorizing the Mayor to execute an Agreement for Architectural/Engineering Design Services for the City Hall Policy Center with Austin Architecture Plus, Inc. dba Architecture + Plus. Department: Engineering and Development Services Staff Person: Tom Word, Chief of P.W. Operations Larry Madsen, Construction Manager Justification: This agreement provides for professional services for Phase 1 of the design, which includes but is not limited to programming, schematic design, design development, campus green/streetscape/southwest downtown district design and coordination, and stakeholder involvement, for the City Hall Policy Center. Funding: Cost: $395,524.00 Source of funds: 2002 GO Bonds Outside Resources: Austin Architecture Plus, Inc. dba Architecture + Plus Background Information: On March 6, 2008, City Council selected Architecture + Plus as the architectural firm for the City Hall Policy Center. City staff successfully negotiated an agreement for Phase 1 of the design. The design is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the City Hall Policy Center scope and budget. At the conclusion of Phase 1, City staff anticipates contracting with the architect for Phase 2 of the design, which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. Public Comment: N/A ROUND ROCK POLICY CENTER DISTRICT AREA PLAN Executed Document Follows City of Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock City Hall Policy Center with Austin Architecture Plus, Inc. Based upon AIA Document B141 -1997 1997 Edition - Electronic Format Standard Form of Agreement between Owner and Architect AGREEMENT made as of the )X 26) day of the month of awie, (In words, indicate day, month and year. BETWEEN the Architect/Consultant's client identified as the City or the Owner: (Name, address and other information.) City of Round Rock 221 East Main Street Round Rock, Williamson and Travis Counties, Texas 78664 and the Architect/Consultant: (Name, address and other information.) Austin Architecture Plus, Inc. dba Architecture + Plus 1907 N. Lamar Boulevard, Suite 260 Austin, Texas 78705 For the following Project: (Include detailed description of Project.) The Project consists of the following elements: City Hall Policy Center is to be new construction of an approximately office space for City Administration staff, Mayor and Councilmember off meeting spaces for boards and commissions, public meeting spaces, and area will be designed in anticipation of tying into the future development space. It is anticipated that at least some of the required parking to serve the building. in the year Two Thousand Eight. 20,000 sf building to house City Council Chambers, ices, office space for Public Information Department, miscellaneous support facilities. The immediate site of adjacent streetscape and campus green/public open the Policy Center will be structured and integral with Streetscape, District Plan, and Campus Green are ongoing and future projects that are to be developed in coordination with the Policy Center. The Campus Green is envisioned as a multi-purpose public open space that will be interactive with the other municipal campus facilities and streetscape. The Southwest Downtown District is currently in the planning process to address image, density, parking land uses and other issues to guide future development. The Streetscape is planned for development in phases under already -established design guidelines. It is anticipated that these various activities will be coordinated and incorporated into the design and planning for the Policy Center. Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual and construction. For purposes of preliminary budgeting, approximately $7,000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adiacent site work (landscaping, paving, and site parking up to the right-of-way). The Project is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not bound to) contracting with the consultant team to proceed into Phase 2 which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. 00139561/jkg 9_-0.9)-0•40- 24- SOC Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design. Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination, and Stakeholder Involvement. Owner and Architect/Consultant agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. Architect/Consultant shall fumish the delineated services, including but not limited to meeting with Owner representatives and others designated by Owner to determine needs and requirements: rendering professional consultation and advice; furnishing all necessary design services for the referenced Project: and providing other specialized services. Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a requirement of federal law to comply with ADA if the construction budget exceeds $50.000. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Idents or describe, if appropriate, proposed use or goals.) Phase I of the referenced Project consists of professional planning and design services related to the following: City Hall Policy Center is to be new construction of an approximately 20,000 sf building to house City Council Chambers, office space for City Administration staff, Mayor and Councilmember offices, office space for Public Information Department, meeting spaces for boards and commissions, public meeting spaces, and miscellaneous support facilities. The immediate site area will be designed in anticipation of tying into the future development of adiacent streetscape and campus green/public open space. It is anticipated that at least some of the required parking to serve the Policy Center will be structured and integral with the building. Streetscape, District Plan, and Campus Green are ongoing and future projects that are to be developed in coordination with the Policy Center. The Campus Green is envisioned as a multi-purpose public open space that will be interactive with the other municipal campus facilities and streetscape. The Southwest Downtown District is currently in the planning process to address image, density, parking, land uses and other issues to guide future development. The Streetscape is planned for development in phases under already -established design guidelines. It is anticipated that these various activities will be coordinated and incorporated into the design and planning for the Policy Center. Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual, and construction. For purposes of preliminary budgeting, approximately $7,000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adjacent site work (landscaping, paving, and site parking up to the right-of-way). The Project is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not bound to) contracting with the consultant team to proceed into Phase 2 which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design, Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination. and Stakeholder Involvement. 1.1.2.2 The physical parameters are: The City Hall Policy Center is to be located on property near the intersection of Bagdad and Brown in Round Rock, Texas. 2 1.1.2.3 The Owner's Program is: See Paragraph 1.1.2 herein. The program of development shall include but not be limited to the following elements. The parties agree that elements may be omitted by Owner in order to meet the Project budget: Programming • Review and evaluate existing program and other owner furnished information. • Participate with users and/or their designated representatives to assess needs and determine Project requirements. It is anticipated that an interactive work session, possibly in conjunction with a local Austin area field trip, may be necessary. • Develop a program consisting of interior space needs, adjacencies, FFE needs, audio visual system needs, parking, and design criteria. • Deliverables include a bound report, draft and final, with space requirements, adiacency diagrams, FFE list, AN systems description and lists, and preliminary budget analysis. Attend document owner review meeting with building committee or designated representative. Schematic Design • Review program and other owner furnished information. • Participate with Owner's building committee in an initial meeting to determine design criteria. Consider issues from public workshop or other stakeholders. • Perform necessary research for code/agency compliance. • Explore architectural design concepts with building committee, up to two or three variants. These will include sketches with illustrations of immediately adiacent site as well as streetscape and campus green. • Develop selected concept into schematic design drawing illustrating overall size, architectural character of building exterior and significant interior or exterior public spaces (e.g. campus green, council chambers). • Provide statement of probable construction cost based on schematic design documents. • Deliverables include conceptual sketches and illustrations; schematic design drawings of buildings and site: interior layouts including generic furniture and parking; narrative descriptions and/or schematic representations of Architectural, Landscape, Civil, Structural, A/V, Data/Com, Security/Access Control, FFE, MEP systems; statement of probable construction cost. Attend document owner review meeting with building committee or designated representative. Design Development • Participate with building committee on design review, make adjustments to schematic design based on Owner review comments. Note that if there is a significant adjustment of Project scope and/or budget, the Project fee may also be subject to adjustment. • Develop schematic design to design development documents for disciplines of architectural, civil, landscape, structural, MEP Systems, AN, Data/Com, Security/Access Control, FFE. • Provide statement of probable construction cost based on design development documents. • Deliverables include design development documents for applicable disciplines including drawings, outline of specifications, and updated statement of probable construction cost. • Attend document owner review meeting with building committee or designated representative. Campus Green/ Streetscape/ SW Downtown District Design and Coordination • Review and evaluate available information of ongoing District and Streetscape planning and implementation. Coordinate Policy Center design and implementation with these activities and advise of any necessary adjustments. • Provide conceptual level of planning and design for Campus Green in coordination with Policy Center, Streetscape, and District planning. Campus Green design and associated programming, needs assessments, public involvements, and other background research will occur in conjunction with these same activities 3 along with Policy Center. This will include disciplines of Architectural as well as Civil for input on paving/grading/utilities & infrastructure. • Deliverables include conceptual sketches and illustrations of Campus Green and Streetscape in conjunction with Policy Center schematic design. Attend design owner review meeting in conjunction with Policy Center schematic design. Stakeholder Involvement • Attend strategy meeting with building committee and/or designated representative and other stake holders to identify parties of interest, schedule activities, assign tasks, and generally assist in planning and determine approach to involving the stakeholders (Administration, Council, Boards/Commissions, others). It is anticipated that a workshop will occur concurrent with conceptual design of Policy Center and Campus Green but prior to completing schematic design. • Perform necessary research, planning, and design. • Prepare exhibits to be used in workshop. • Participate in workshop and take lead role in presentation. • Participate in follow-up meeting with building committee and/or designated representative to review results of workshop and determine next steps. Participate in formal presentation of conceptual plans to Council and provide information for City web site. SCHEDULE Proposed schedule for the Project is as follows: Phase 1 Programming and Needs Assessment Owner Review and Comment Schematic Design and Public Information Owner Review and Comment Design Development Owner Review and Comment Total Duration Phase 1 Phase 2 (only if engaged by City) Construction Documents Owner Review (at 65% and 95%) Bid and Negotiation Award Contract Construction and Close-out 5 weeks 1 week 11 weeks 1 week 15 weeks 1 week 34 weeks 18 weeks 2 weeks 8 weeks 4 weeks 52 weeks Total Duration Phase 2 84 weeks Architect/Consultant will maintain project schedule in a format acceptable to City throughout the duration of the Project. It is understood that City desires Project to be substantially complete no later than Oct. 10, 2010. 1.1.2.4 The legal parameters are: Not applicable. 1.1.2.5 The financial parameters are as follows: 1. Amount of the Owner's overall budget for the Project, including the Architect/Consultant's compensation, is: Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual and construction. 4 For purposes of preliminary budgeting, approximately $7,000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adiacent site work (landscaping, paving, and site parking up to the right-of-way). The Project is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not bound to) contracting with the consultant team to proceed into Phase 2 which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design, Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination, and Stakeholder Involvement. 2. The Fee Schedule relative to Phase 1 and this Agreement is as follows: A. Basic Professional Planning and Design Services In consideration for the professional services to be performed by Architect/Consultant, City agrees to pay Architect/Consultant a total sum not to exceed Three Hundred Sixty-two Thousand Five Hundred Twenty-four and No/100 Dollars ($362,524.00). Said sum is a fixed not -to -exceed amount, and shall be paid for services as delineated herein, and shall be based on Architect/Consultant's standard hourly billing rate attached hereto as Exhibit "A" and incorporated herein by reference for all purposes. Programming $ 37,780.00 Public Information Workshop $ 16,000.00 Campus Green/Streetscape/Downtown District Planning $ 29,500.00 Schematic Design $118,554.00 Design Development $160,690.00 TOTAL $362,524.00 (not to exceed amount) Campus Green/Streetscape/Downtown District Planning includes an allowance of $7,500.00 for Civil Engineer consulting on utilities, infrastructure, and miscellaneous related areas. B. Reimbursable Expenses Allowance Payment for reimbursable expenses, including administrative charges and out-of-pocket expenses, shall not exceed the maximum sum of Thirty-three Thousand and No/100 Dollars ($33,000.00). City shall pay Architect/Consultant for reimbursable expenses, as appropriately invoiced and documented, at actual cost. Reimbursable expenses shall include but not be limited to the following: Geotechnical Investigation $ 13,000.00 Surveying $ 14,000.00 Printing and Miscellaneous $ 3,000.00 Administrative Services (Time and Materials) $ 3,000.00 TOTAL $ 33,000.00 (actual costs; not to exceed amount) Allowable reimbursable expenses within the not -to -exceed amount may include the following: Reprographic and plotting of documents for other than Architect/Consultant's own in-house use; Shipping, mailing and delivery expenses for other than Architect/Consultant's own in-house use; Additional subconsultants, if requested by City; Other disbursements or agency fees made on behalf of City; Out-of-town travel, lodging, meals associated with the Project; and Long distance telephone and teleconference expenses. Not -to -exceed Total Payment for Professional Services and Reimbursable Expenses Payable Hereunder: Unless subsequently changed by Supplemental Agreement hereto, Architect/Consultant's total compensation for services and 5 reimbursables hereunder shall not exceed $395,524.00. Such amount represents the absolute limit of City's liability to Architect/Consultant unless same shall be changed by additional Supplemental Agreement, and City shall pay, strictly within the confines of the not -to -exceed sums recited herein, Architect/Consultant's professional fees and reimbursable expenses for work done on behalf of City. No deductions shall be made for Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to Architect/Consultant. No additions shall be made to Architect/Consultant's compensation based on Project claims, whether paid by City or denied. Additional Services: Additional services are defined as any services not listed as a basic service including revisions to previously -approved plans that necessitate additional work for Architect/Consultant, substantive changes in Project scope, or additional work necessitated by unknown or reasonably unforeseen circumstances. The parties expressly agree that such additional services would be performed under a supplemental agreement negotiated at a time subsequent to this Agreement. Professional renderings or models are not included herein as a basic service, but may be requested as an additional service. As a basic service, Architect/Consultant will provide in-house office standard consulting expertise on sustainability; however, LEED, Green Building, or commissioning for same may be requested as an additional service. Architect/Consultant will provide audio-visual systems programming included in the programming phase, which will determine scope of design services. Fees for AN systems design and documents will be added after the program phase when the scope is better defined. Data/Communications (Information Technology) and Security/Access control design and fees are included in Phase 1 basis services. Submittals with applications to agencies with jurisdiction (i.e. TCEQ, City) are included as a basic service. 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling.) Services hereunder shall commence immediately upon receipt by Architect/Consultant of this executed Agreement. Completion shall be not later than the last day of October 2010 from date of execution of this Agreement. Other time parameters or adjustments to time parameters may be determined at a later date by mutual agreement of the parties hereto. 1.1.2.7 The proposed procurement or delivery method for the Project is: (Ident fy method such as competitive bid, negotiated contract, or construction management.) Professional services such as architectural/planning will be engaged by negotiated contract. The general contractor for construction will be selected by competitive bidding or other statutorily -allowed alternate delivery method. 1.1.2.8 Other parameters are: (IdentiA; special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Unknown at this time 1.1.3 PROJECT TEAM 1.1.3.1 The Owner's Designated Representatives are: (List name, address and other information) James R. Nuse, P.E. City Manager City of Round Rock 221 East Main Street Round Rock, Texas 78664 Larry Madsen Liaison Construction Manager, Public Works Department City of Round Rock 2008 Enterprise Drive Round Rock, Texas 78664 6 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the Architect/Consultant's submittals to the Owner are: (List name, address and other information.) - Not designated at this time. 1.1.3.3 The Owner's consultants and contractors are: (List discipline and, if known, ident fy them by name and address.) Architects of Record / Prime Firm: Austin Architecture Plus, Inc. dba Architecture + Plus Mac Ragsdale, AIA, Principal in Charge Betty Trent, AIA, Programming Associate Architect / Design: Barnes Gromatzky Kosarek Architects Jay Barnes, AIA, BGK Principal Tommy Kosarek, AIA, Lead Designer The parties expressly agree that the above constitute the "Design Team," which team shall be the firms and individuals personally performing the duties delineated herein. MEP Engineering - Jose Guerra, Inc. Structural Engineering - Datum Engineers, Inc. Civil Engineering - Fisher Hagood, Inc. Landscape Architecture - Coleman and Associates Data/Communications/Security/AV - DataCom Design Group LLC Cost Control - Project Cost Resource 1.1.3.4 The Architect/Consultant's Designated Representative is: (List name, address and other information) Mac Ragsdale, AIA, Principal Austin Architecture Plus, Inc. dba Architecture + Plus 1907 N. Lamar Boulevard, Suite 260 Austin, Texas 78705 1.1.3.5 The consultants retained at the Architect/Consultant's expense are: (List discipline and, if known, idents them by name and address) See Paragraph 1.1.3.3 herein. Upon execution of this Agreement, Architect/Consultant agrees that it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified in Architect/Consultant's proposal, delineating their respective tasks. All of Architect/Consultant's consultants shall be subject to the approval of City, and City reserves the right to reject any consultant. 1.1.4 Other important initial information is: Not applicable. 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 as modified between Owner and Contractor. 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. Architect/Consultant consents to the modifications of AIA Document A201, General Conditions of the Contract for Construction, between Owner and Contractor. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect/Consultant in determining the Architect/Consultant's compensation. 7 It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by appropriate City Council or City Manager action. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 Owner and Architect/Consultant shall fully cooperate with one another to fulfill all of their respective obligations required under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working relationships among all members of the Project team. 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under. this Agreement, Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. Owner shall furnish to the Architect/Consultant, within 15 days after receipt of a written request, information necessary and relevant for the Architect/Consultant to evaluate, give notice of or enforce lien rights. 1.2.2.2 Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the 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 the Architect/Consultant in order to avoid unreasonable delay in the orderly and sequential progress of Architect/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 the 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 The Owner Each party shall provide prompt written notice to the Architect other if the -Owner either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect/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 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. However, Owner agrees to reimburse Architect/Consultant the actual costs of review fees associated with Texas Building Accessibility reviews. 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, 8 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 Owner will provide timely review and response to inquiries in order to maintain an orderly progression. 1.2.2.12 Owner will furnish relevant design standards and Owner -furnished equipment specifications. 1.2.2.12 Owner will make notifications to identified stakeholders for public information workshops. make arrangements for meeting space, and bear costs for same. Architect/Consultant will provide applicable exhibits and materials, except that reproduction and equipment rental shall be deemed reimbursable expenses. 1.2.3 ARCHITECT/CONSULTANT 1.2.3.1 The services performed by Architect/Consultant, Architect/Consultant's employees and Architect/Consultant's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and in related documents. 1.2.3.2 Architect/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/Consultant's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which shall 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/Consultant's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect/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/Consultant's consultants 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/Consultant's professional judgment with respect to this Project. 1.2.3.6 Architect/Consultant shall review laws, codes, and regulations applicable to Architect/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. Th iteet Each party shall provide prompt written notice to the Owner other if the Architect either becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to 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, a • for Contractor's overhead and profit. 9 1.3.1.3 The Cost of the Work does not include the compensation of Architect/Consultant and Architect/Consultant's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of Owner. 1.3.2 INSTRUMENTS OF SERVICE 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by Architect/Consultant's and Architect/Consultant's consultants are Instruments of Service for use solely with respect to this Project. Architect/Consultant's designs and work product under this Agreement, including but not limited to Tracings, DrawiAl ngs, Estimates, Specifications, Investigations, Studies and other documents, shall be the property of Owner, to be used as Owner desires for the construction, maintenance and remodeling of the Project for which they were intended; 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 grants to Owner n ne�.� !usi a _,;oma permission to reproduce the Architect/Consultant's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. Architect/Consultant shall obtain similar nonexclusive license:, permission from Architect/Consultant's consultants consistent with this Agreement. possession or control. If and upon the date Architect/Consultant is adjudged in default of this Agreement, the foregoing " • • 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 safely 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 Iieexse 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 by = 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 Architect/Consultant's consultants. 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 or license:, not otherwise provided in this Agreement. 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 Upon completion of the construction of the Project, Architect/Consultant shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described 10 supplementally herein. In addition, Architect/Consultant shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions as provided by the General Contractor. 1.3.2.7 Architect/Consultant shall have no liability for changes made to the drawings. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. Owner agrees to indemnify, defend and hold harmless Architect for any claims, damages, suits and loss of every kind and nature for the unauthorized re -use of Architect's Instruments of Service. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of Architect/Consultant, including services required of Architect/Consultant's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, is expressly understood and agreed by and between the parties hereto that any alteration in schedule compensation aIt nd Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by appropriate City Council or City Manager action. It is expressly agreed by the parties that, as to services hereunder, the total sum of $395,524.00 including authorized reimbursable expenses shall represent the absolute limit of Owner's liability to Architect/Consultant unless same shall be changed by Supplemental Agreement hereto. e 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/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 or by arbitration. 1.3.4.2 Owner and Architect/Consultant shall endeavor to resolve claims, disputes and other matters in question between them by mediation with the other party to this Agreement • Request for mediation shall be filed in writing • r.•- mediation shall proceed in advance of arbitratief eF legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 11 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 1.3.5.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall bo 1.3.5.4 No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in any other 1.3.5.5 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in 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/Consultant's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 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 1.3.8. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the provided in Paragraph 1.1.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas. 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, _ . - as modified between Owner and Contractor. 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect/Consultant's services are substantially completed. 12 1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and Architect/Consultant waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified between Owner and Contractor. Owner or Architect/Consultant, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Owner or Architect/Consultant. 1.3.7.6 Unless otherwise provided in this Agreement, Architect and Architect/Consultant's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 1.3.7.7 Architect/Consultant shall have the right to include photographic or artistic representations of the design of the Project among Architect/Consultant's promotional and professional materials. Architect/Consultant shall be given reasonable access to the completed Project to make such representations. However, Architect/Consultant's materials shall not include Owner's confidential or proprietary information if Owner has previously advised 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. 1.3.7.8 If Owner requests Architect/Consultant to execute certificates, the proposed language of such certificates shall be submitted to Architect/Consultant for review at least 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. 1.3.7.9 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. Neither Owner nor Architect/Consultant shall assign 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. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If Owner fails to make payments to Architect/Consultant in accordanco substantial compliance with this Agreement, such failure shall may be considered substantial nonperformance and cau,e per termination—Orr-at—the Architect's option, 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 sem 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 cervices. Architect/Consultant's fees for the remaining services and the time schedules shall be equitably adjusted. 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated 13 u aragr, a 1 , 8 1.3.8.2 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 contract 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. 1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above 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 contract, 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. 1.3.9 PAYMENTS TO ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of Architect/Consultant's statement of services. No deductions shall be made from Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which Architect/Consultant has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses, in an amount not to exceed $33,000.00, are in addition to compensation for Architect/Consultant's services and include expenses incurred by Architect/Consultant and Architect/Consultant's employees and consultants directly related to the Project, as identified in the following clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .5 renderings, models and mock ups requested by Owner; Architect's consultants; .7 reimbursable expenses as designated in Paragraph 1.5.5.; .8 other similar direct Project -related expenditures. 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized representative at mutually convenient times. 14 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect/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. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between Owner and Architect/Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect/Consultant. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997, as herein amended. 1.4.1.2 Standard Ferm of Architect's Services: Design and Contract Administration, AIA Document B141 1997, or as rim (List other documents, if any, delineating Architects scope of services) 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement.) "Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997. 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of the ADA/TAS to design and construct a facility for first occupancy later than January 26, 1993 that does not meet the accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet such requirements. Architect/Consultant will use its best professional efforts to interpret and meet applicable ADA/TAS requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project. ARTICLE 1.5 COMPENSATION 1.5.1 For Architect/Consultant's services as described herein, compensation shall be computed as follows: Architect/Consultant's total compensation for services hereunder shall not exceed the sum of $395,524.00 established herein, including authorized reimbursable expenses, which sum for reimbursable expenses shall include the actual costs of such items as are delineated in Paragraph 1.3.9.2 herein. 1.5.2 If the services of Architect/Consultant are changed as described in Subparagraph 1.3.3.1, Architect/Consultant's compensation may be adjusted. Such adjustment shall be calculated as described below (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Ident fy specific services to which particular methods of compensation apply) 1.5.3 For a Change in Services of Architect/Consultant's consultants, compensation shall be computed as a multiple of one (1. 00) times the amounts billed to Architect/Consultant for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by Architect/Consultant, and Architect/Consultant's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: None 15 1.5.6 The rates and multiples for services of Architect/Consultant and Architect/Consultant's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable thirty (30) days from the date of Architect/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. (Insert rate of interest agreed upon.) One percent (1 %) per month (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect'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.) Paragraph 1.5.2. This Agreement entered into as of th OWNER CITY OF ROUND ROCK, TEXAS e day and year first written above. By: Alan McGraw, Mayor Sara L. White, City Secretary ARCHITECT AUSTIN ARCHITECTURE PLUS, INC. dba ARCHITECTURE + PLUS By: Mac Ragsdale, AIA, Principal FOR C,•, APPRC,VED A Stephan L \. heets, City Attorney 0 FO 16 SUPPLEMENTAL AGREEMENT NO. 1 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON COUNTY OF TRAVIS KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements "City of Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock City Hall Policy Center with Austin Architecture Plus, Inc." for the following Project: Phase 1 of the referenced Project consists of professional planning and design services related to the following: City Hall Policy Center is to be new construction of an approximately 20,000 sf building to house City Council Chambers, office space for City Administration staff, Mayor and Councilmember offices, office space for Public Information Department, meeting spaces for boards and commissions, public meeting spaces, and miscellaneous support facilities. The immediate site area will be designed in anticipation of tying into the future development of adjacent streetscape and campus green/public open space. It is anticipated that at least some of the required parking to serve the Policy Center will be structured and integral with the building. Streetscape, District Plan, and Campus Green are ongoing and future projects that are to be developed in coordination with the Policy Center. The Campus Green is envisioned as a multi-purpose public open space that will be interactive with the other municipal campus facilities and streetscape. The Southwest Downtown District is currently in the planning process to address image, density, parking, land uses and other issues to guide future development. The Streetscape is planned for development in phases under already - established design guidelines. It is anticipated that these various activities will be coordinated and incorporated into the design and planning for the Policy Center. Budget for the Policy Center and immediate site development up to the right-of-way is planned to be approximately $7,791,000. Such budget includes A/E fees, FFE (furniture/fixtures/equipment) including audio-visual, and construction. For purposes of preliminary budgeting, approximately $7,000,000 would be the planned allocation for construction including building, structured parking, FFE, and immediate adjacent site work (landscaping, paving, and site parking up to the right-of-way). The Project is anticipated to be structured in two separate phases. This agreement covers Phase 1 only. The intent of Phase 1 is to clearly define the Project scope and budget. At the conclusion of Phase 1 and any adjustments that may be necessary, City anticipates (but is not 00139837/jkg bound to) contracting with the consultant team to proceed into Phase 2 which would consist of completing construction documents, assistance with bidding and bid evaluation, and construction administrative services. Professional services for Phase 1 of this Project shall include but not be limited to Programming, Schematic Design, Design Development, Campus Green/Streetscape/Southwest Downtown District Design and Coordination, and Stakeholder Involvement. all as are more specifically identified and described in the accompanying "City of Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock City Hall Policy Center with Austin Architecture Plus, Inc." This Supplemental Agreement No. 1 is made and entered into as of the day of , 2008, and is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipality (hereinafter referred to as "City" and/or "Owner") and AUSTIN ARCHITECTURE PLUS, INC. dba ARCHITECTURE + PLUS, with offices located at 1907 N. Lamar Boulevard, Suite 260, Austin, Texas 78705 (hereinafter referred to as "Architect/Consultant"). WITNESSETH: WHEREAS, City intends to design and construct the Project described in the accompanying Agreement. Architect/Consultant's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect/Consultant's services under this Supplemental Agreement No. 1 is as recited therein. WHEREAS, City desires to contract with Architect/Consultant for provision of the therein -described services in connection with the Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, Architect/Consultant has agreed to provide such professional services for the compensation delineated therein; NOW, THEREFORE, City and Architect/Consultant, in consideration of the terms and conditions contained in the accompanying Agreement that this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect/Consultant, as an independent contractor and professional consultant in its relationship with City, shall perform all professional services for the Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect/Consultant for the Scope of Services as set forth in the accompanying Agreement, and shall compensate Architect/Consultant in accordance with the fee schedule set forth in the accompanying Agreement. Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly authorized by appropriate action of the City Manager or City Council, Architect/Consultant's total compensation for services hereunder shall not exceed $395,524.00, including Reimbursable Expenses up to $33,000.00. These amounts represent the absolute limit of City's liability to Architect/Consultant unless changed by Supplemental Agreement hereto. ARTICLE II ARCHITECT/CONSULTANT'S SERVICES 2.01 Architect/Consultant's Services consist generally of the services described in the referenced accompanying Agreement and include all services as may be necessary to assist City in the design of the Project, within the limits City 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 City within ten (10) days a list of all additional subconsultants it intends to utilize, not previously identified, delineating their respective tasks. All of Architect/Consultant's subconsultants shall be subject to the approval of City, and City reserves the right to reject any consultant. Architect/Consultant shall perform all work hereunder in a manner satisfactory and acceptable to City. A Performance Schedule shall be agreed to by Architect/Consultant and City, and Architect/Consultant agrees to use best professional efforts to complete all services hereunder in accordance with such Performance Schedule. 2.02 Additional Services. Architect/Consultant shall perform Additional Services, only as requested by City, after a not -to -exceed amount has been mutually agreed upon in writing by City and Architect/Consultant. Where City Council authorization is required, Architect/Consultant shall not proceed until the appropriate document for such Additional Services has been adopted. The following services are not covered under Article II, which defines and outlines Consultant's Services. If any of these Additional Services are authorized in writing by City in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by City, 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, City shall not be liable to compensate Architect/Consultant for Additional Services or expenses in such connection. 3 (2) Providing consultation concerning replacement of any Project work damaged by fire or other cause during construction, and furnishing professional services as required in connection with the replacement of such work, unless damage was the result of Architect/Consultant's error. (3) Providing other extraordinary professional services over and above the contract requirements, where required and requested by City, including extraordinary professional services which might result if City decides to "fast-track" the Project. ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding requirements for the Project. 3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act in its behalf. City shall examine documents submitted by Architect/Consultant and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect/Consultant's work. 3.03 Tests and inspections. City shall furnish or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests, reports and inspections as required by law or the Contract Documents. 3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by City and are not to be included by Architect/Consultant in the specifications for the Project. 3.05 Miscellaneous items. City will also provide Architect/Consultant with such items as the Project Facility Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may be necessary and practicable for the orderly and expeditious process of the work and the awarding of the Construction Contract. To the extent practicable, these documents shall be utilized in the preparation of the Construction Documents. ARTICLE IV PAYMENTS TO ARCHITECT/CONSULTANT 4.01 Scope of Services. Payments hereunder shall not exceed the following: Scope of Services (not to exceed) $ 362,524.00 Reimbursables (not to exceed) $ 33,000.00 Total $ 395,524.00 4 4.02 Deductions. No deductions shall be made from Architect/Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors. 4.03 Additions. No additions shall be made to Architect/Consultant's compensation based upon Project construction claims, whether paid by City or denied. 4.04 Abandonment. If any work designed or specified by Architect/Consultant during any phase or subphase is abandoned or suspended, in whole or in part, Architect/Consultant is to be paid for services performed prior to receipt of written notice from City of such abandonment or suspension. 4.05 Invoices. Architect/Consultant's invoices to City shall provide complete information and documentation to substantiate Architect/Consultant's charges, and shall be in a form to be specified by City. All payments to Architect/Consultant shall be made on the basis of the invoices submitted by Architect/Consultant and approved by City. Such invoices shall conform to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by City, Architect/Consultant shall comply promptly with such request. In this regard, should City determine it necessary, Architect/Consultant shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. 4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect/Consultant and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City 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 City or because of amounts which City has a right to withhold under this Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect/Consultant, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and Additional Services and include actual expenditures made by Architect/Consultant, its employees, or its subconsultants in the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized by City in advance. An allowance for Reimbursable Expenses not to exceed $33,000.00 is established as a condition of this Agreement. 5 ARTICLE V ARCHITECT/CONSULTANT'S ACCOUNTING RECORDS 5.01 Accounting Records. Records of Architect/Consultant's expenses pertaining to the Project, and records of accounts between City and Architect/Consultant, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. ARTICLE VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect/Consultant that City may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, 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 City 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. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by City or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect/Consultant when Architect/Consultant is in default under this Agreement, nor shall this Article VI constitute a waiver of any right, at law and at equity, which City 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. ARTICLE VII GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary General Conditions to AIA Document A201, "General Conditions of the Contract for Construction," are to be used by Consultant without modification; however, City may, upon prior consultation, approve of any changes that may be necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City will be included under the Special Conditions portion of the Construction Documents. 7.02 Contract Administration. This Agreement shall be administered on behalf of City by its Designated Representative, and Architect/Consultant shall fully comply with any and all instructions from City. Any dispute arising hereunder shall be submitted to City, whose decision in the matter shall be final and binding. 6 ARTICLE VIII RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 8.01 Consultant's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect/Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of designs, working drawings, specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the designs, working drawings, and specifications or other documents prepared by Architect/Consultant, its employees, subcontractors, agents and consultants. 8.02 Indemnification (Damage Claims). Architect/Consultant agrees, to the fullest extent permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorneys' fees) to the extent caused by Architect/Consultant's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its subconsultants or anyone for whom Architect/Consultant is legally liable. Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect/Consultant, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorneys' fees) to the extent caused by Owner's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the Project the subject of this Agreement. 8.03 Indemnification (Patent and Copyright Claims). Architect/Consultant agrees to completely defend and indemnify City, 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 shall pay any and all resulting costs, damages and attorney's fees finally awarded, provided that: (1) City 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 City against such claims, the City Attorney shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect/Consultant on City's behalf. (b) Architect/Consultant's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect/Consultant's opinion are likely to become, the subject of such a claim, City will permit Architect/Consultant, at Architect/Consultant's 7 option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non -infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect/Consultant's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request of Architect/Consultant, in which instance City has the sole option to either require Architect/Consultant to perform new design work at Architect/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 City, or by any engineering consultant subsequently employed by City. (d) The foregoing states the entire obligation of Architect/Consultant with respect to infringement of patents and copyrights. The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect/Consultant include in any of the designs, plans and specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the contract. 8.04 Insurance. Architect/Consultant, at Architect/Consultant's sole cost, shall purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars ($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect/Consultant shall also notify City, 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 City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect/Consultant. 8 (3) The term "City" or "City of Round Rock" shall include all authorities, boards, commissions, departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's self-insured retentions of any nature. 8.06 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 City. ARTICLE IX COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 9.01 Compliance with Laws. Architect/Consultant, its consultants, agents, employees and subcontractors shall comply with all applicable federal and state laws, the Charter and ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by all local, state and national boards, bureaus and agencies. Architect/Consultant shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 9.02 Taxes. Architect/Consultant will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE X TERM 10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by City, the term of this Agreement shall through the last day of October 2010, beginning from the date of execution hereof. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: Completion of services not later than the last day of October 2010, beginning from date of execution hereof. Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of this Agreement by express written agreement of the parties. (2) Architect/Consultant understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as 9 scheduled. In this regard, Architect/Consultant shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish services required under this Agreement in a professional manner. ARTICLE XI FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY 11.01 Financial Interest Prohibited. Architect/Consultant covenants and represents that Architect/Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the Project. 11.02 Confidentiality. Architect/Consultant's reports, evaluations, designs, drawings, data, and all other documentation and work developed by Architect/Consultant hereunder shall be kept confidential, and shall not be disclosed to any third parties without the prior written consent and approval of City. ARTICLE XII GENERAL PROVISIONS 12.01 Time is of the Essence. Architect/Consultant understands and agrees that time is of the essence and that any failure of Architect/Consultant to complete the services for each phase of this Agreement within the agreed Project Performance Schedule may constitute a material breach of this Agreement. Architect/Consultant shall be responsible for its delays or for failures to use professional efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Architect/Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Architect/Consultant's payments hereunder without waiver of any of City's additional legal rights or remedies. 12.02 Force Majeure. Neither City nor Architect/Consultant shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect/Consultant shall not assign, sublet or transfer any interest herein without City's prior written authorization 12.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be amended or supplemented by mutual agreement of the parties hereto in writing. 12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 10 12.06 Notices. All notices and correspondence to City 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 City to Architect/Consultant shall be mailed or delivered to Consultant: Mac Ragsdale, AIA, Principal Austin Architecture Plus, Inc. dba Architecture + Plus 1907 N. Lamar Boulevard, Suite 260 Austin, Texas 78705 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by the person duly authorized to execute the same in its behalf, and Austin Architecture Plus, Inc. dba Architecture + Plus, signing by and through its duly authorized representative, thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions of this Agreement. CITY OF ROUND ROCK, TEXAS By: Printed Name: Ajyl 14 ei " w Title: Mal( Cr Date Signed: 6 .2.c. cs. ATTEST: By: Sara . White, City Secretary FOR CITY, PPROVED S TO FORM: By: 1 Stephan 11 Sheets, ity Attorney AUSTIN ARCHITECTURE PLUS, INC. dba ARCHITECTURE + PLUS By: Printed Name: /NAG 77ftGSrDA Title: Pni4cc/OccP Date Signed: G - - ©& 11