R-08-07-24-10D1 - 7/24/2008RESOLUTION NO. R -08-07-24-10D1
WHEREAS, the City of Round Rock desires to retain professional
architectural services for the design of the Westside Recreation
Center, and
WHEREAS, Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton
Hooker Architects 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 Pfluger Wiginton
Hooker, PLLC dba Pfluger Wiginton Hooker Architects, 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 Pfluger Wiginton
Hooker, PLLC dba Pfluger Wiginton Hooker Architects for the design
of the Westside Recreation 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 24th day of July, 2008.
0:\WDOX\RESOLUTI\R80724D1.DOC/rmc
ATTEST:
SARA L. WHITE, City Secretary
ALAN MCGRAW, Mayor
City of Round Rock, Texas
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City of Round Rock Agreement
for Architectural Services for
City of Round Rock Westside Recreation Center
with Pfluger Wiqinton Hooker, PLLC
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 words, indicate day, month and year.)
BETWEEN the Architect'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:
(Name, address and other information.)
Pfluger Wiginton Hooker. PLLC dba Pfluger Wiginton Hooker Architects
5113 Southwest Parkway, Suite 260
Austin, Texas 78735
For the following Project:
(Include detailed description of Project.)
The Project consists of the following elements:
in the year Two Thousand Eight.
Westside Recreation Center is to be new construction of an approximately 40,000 sf building to house gymnasiums, weight
rooms, indoor track, warming area for Micki Kresbach pool, storage rooms, equipment rooms, restrooms, and other recreational
areas: such facility to be built on property on the campus of Round Rock High School at 301 Deepwood Drive, Round Rock.
Budget for the Westside Recreation Center is planned to be approximately $8,000,000. Such budget includes A/E fees. FFE
(fumiture/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, parking, FFE, and immediate adjacent site work.
Professional services for this Project shall include but not be limited to Schematic Design, Design Development, Construction
Documents. Bidding and/or Negotiation, and Contract Administration Services.
Owner and Architect agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
Architect 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: fumishing all
necessary design and contract administration services for the referenced Project- and providing other specialized services.
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a
requirement of federal law to comply with ADA if the construction budget exceeds $50,000.
00140763/jkg
EXHIBIT
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
The referenced Project consists of professional planning, design, and construction administration services related to the
following:
Westside Recreation Center is to be new construction of an approximately 40 000 sf building to house gymnasiums,
weight rooms indoor track, warming area for Micki Kresbach pool storage rooms, equipment rooms, restrooms, and other
recreational areas: such facility to be built on property on the campus of Round Rock High School at 301 Deepwood Drive,
Round Rock.
Budget for the Westside Recreation Center is planned to be approximately $8,000,000. 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,parking, FFE, and immediate
adjacent site work.
Professional services for this Project shall include but not be limited to Schematic Design, Design Development,
Construction Documents, Bidding and/or Negotiation and Contract Administration Services.
1.1.2.2 The physical parameters are:
The Westside Recreation Center is to be located on property on the campus of Round Rock High School located at 301
Deepwood Drive, Round Rock, Texas.
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:
Schematic Design
• Review with Owner alternative approaches to design and construction of Project.
• Based upon the mutually agreed-upon program schedule, and construction budget requirements, prepare
Schematic Design Documents (including but not limited to drawings and other documents illustrating the
scale and relationship of Project components), and submit same for Owner's approval.
• Provide Owner with a preliminary estimate of Probable Construction Cost based on Schematic Design
Documents and current area, volume, or similar conceptual estimating techniques.
Deliverables include conceptual sketches and illustrations. Schematic Design drawings of buildings and site;
interior layouts: 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 Owner review meeting(s) with designated representative.
Design Development
•
Participate with Owner on design review, make adjustments to Schematic Design Documents 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.
Based upon the approved Schematic Design Documents and any adjustments authorized by Owner in the
program, schedule, or construction budget prepare Design Development Documents (including but not
limited to drawings and other documents) to fix and describe the size and character of the Project as to
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disciplines of architectural structural, MEP systems materials and such other elements as may be
appropriate, and submit same for Owner's approval.
• Advise Owner of any adjustments to the preliminary estimate of Probable Construction Cost, and 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 Owner review meeting(s) with designated representative.
Construction Documents Phase
• Based on the approved Design Development Documents and any further adjustments in scope or quality of
the Project or in the construction budget authorized by Owner, prepare Construction Documents (including
but not limited to Drawings and Specifications) setting forth in detail the requirements for construction of the
Project, and submit same for Owner's approval.
• Assist Owner in preparation of necessary bidding information, bidding forms, Conditions of the Contract
including general, special, and supplementary, the form of agreement between Owner and Contractor, and
related documents.
• Deliverables include bidding forms, Conditions of the Contract including general, special, and
supplementary, the form of agreement between Owner and Contractor, and related documents.
• Attend Owner review meeting(s) with designated representative.
Bidding and/or Negotiation Phase
•
Following Owner's approval of the Construction Documents and of the latest estimate of Construction Cost,
assist Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for
construction.
Contract Administration Services
• As delineated in Supplemental Agreement No. 1 accompanying this Agreement.
SCHEDULE
Proposed schedule for the Project is as follows:
Phase or Action
Schematic Design Phase 10 weeks
Design Development Phase 15 weeks
Construction Documents Phase 15 weeks
Bidding 4 weeks
Negotiate Construction Contract 4 weeks
Construction Administration Phase 52 weeks to 78 weeks
Total Maximum Duration 126 weeks
Architect will maintain project schedule in a format acceptable toCites throughout the duration of the Project.
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's compensation, is:
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Budget for the Project is planned to be approximately $8 000,000. 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 .
Professional services for this Project shall include but not be limited to Schematic Design, Design Development,
Construction Documents Bidding and/or Negotiation and Contract Administration Services.
2. The Fee Schedule relative to Phase 1 and this Agreement is as follows:
A. Basic Professional Services
In consideration for the professional services to be performed by Architect, City agrees to pay Architect a total
sum not to exceed Seven Hundred Twelve Thousand Eight Hundred and No/100 Dollars ($712,800.00). Said sum
is a fixed not -to -exceed amount, and shall be paid for services as delineated herein.
Schematic Design $ 101,295.00
Design Development $ 202,590.00
Construction Documents $ 202,590.00
Bidding/Negotiation $ 33,765.00
Construction Administration $ 135,060.00
Audio $ 15,000.00
Furniture and Interiors $ 22,500.00
TOTAL $ 712,800.00 (not to exceed amount)
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses including administrative charges and out-of-pocket expenses. shall not exceed
the maximum sum of Forty-five Thousand and No/100 Dollars ($45,000.00).
Allowable reimbursable expenses within the not -to -exceed amount may include the following:
Reprographic and plotting of documents for other than Architect's own in-house use;
Shipping. mailing and delivery expenses for other than Architect'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.
TOTAL $ 45,000.00 (actual costs; not to exceed amount)
Not -to -exceed Total Payment for Professional Services and Reimbursable Expenses Payable Hereunder: Unless
subsequently changed by Supplemental Agreement hereto Architect's total compensation for services and reimbursables
hereunder shall not exceed $757,800.00. Such amount represents the absolute limit of City's liability to Architect 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's professional fees and reimbursable expenses for work done on behalf of City. No
deductions shall be made for Architect's compensation on account of penalty. liquidated damages or other sums withheld
from payments to Architect. No additions shall be made to Architect'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, 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.
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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 of this executed Agreement. Completion shall
be not later than December 31, 2010. 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:
(Idents 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:
(Idents 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
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the
Architect's submittals to the Owner are:
(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, ti known, idents them by name and address.)
Architects of Record / Prime Firm: Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton Hooker Architects
Don Greer, AIA, Vice President and Principal in Charge
1.1.3.4 The Architect's Designated Representative is:
(List name, address and other information)
Don Greer, AIA, Vice President and Principal
Pfluger Wiginton Hooker, PLLC
5113 Southwest Parkway, Suite 260
Austin, Texas 78735
1.1.3.5 The consultants retained at the Architect's expense are:
(List discipline and, if known, identify them by name and address)
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See Paragraph 1.1.3.3 herein.
Upon execution of this Agreement, Architect 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's proposal, delineating their respective tasks. All of
Architect'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 shall not be
restricted, modified or extended without written agreement of Owner and Architect with consent of Contractor, which
consent shall not be unreasonably withheld. Architect 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 in
determining the Architect's compensation.
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 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, within 15 days after receipt
of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
Owner shall establish and periodically update the budget for the Proiect, 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 in order to avoid unreasonable delay in the orderly and sequential
progress of Architect'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 to furnish them as a Change in Services when such services are requested by Architect 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.
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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's Instruments of
Service.
1.2.2.8 Owner shall furnish, or direct Architect 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 m y be assessed for tap fees will be paid by Owner and are
not to be included by Architect in the specifications for the Project. However, Owner agrees to reimburse Architect the
actual costs of review fees associated with Texas Building Accessibility reviews.
1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the
City of Round Rock General and Supplementary Conditions for Building Construction. Instructions to Bidders, Proposal
Forms, Wage Rates Contract and Bond Forms Bid Advertisement Form and such other information and materials as may
be necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction
contract. To the extent practicable these documents shall be utilized in the preparation of the construction documents.
1.2.2.11 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.
1.2.3 ARCHITECT
1.2.3.1 The services performed by Architect, Architect's employees and Architect's consultants shall be as enumerated in
Article 1.4 and as enumerated elsewhere herein in attached and accompanying documents, in supplemental documents, and
in related documents.
1.2.3.2 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. Architect shall submit for Owner's approval a schedule for the performance of Architect'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 or Owner.
1.2.33 Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's behalf
with respect to the Project.
1.2.3.4 Architect 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
from establishing a claim or defense in an adjudicatory proceeding. Architect shall require of Architect's consultants similar
agreements to maintain the confidentiality of information specifically designated as confidential by Owner.
1.23.5 Except with Owner's knowledge and consent, Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise Architect's professional judgment with
respect to this Project.
1.23.6 Architect shall review laws, codes, and regulations applicable to Architect's services. Architect shall respond in the
design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
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1.2.3.7 Architect 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 Owe 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.
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, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, a
able allo• e f r their for Contractor's overhead and profit.
1.3.1.3 The Cost of the Work does not include the compensation of Architect and Architect'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's and
Architect's consultants are Instruments of Service for use solely with respect to this Project. The—Architect—and—the
_ .. All Architect's designs and work product under this
Agreement, including but not limited to Tracings, Drawings, Estimates Specifications, Investigations, Studies and other
documents, shall be the property of Owner to be used as Owner desires• by execution of this Agreement and in confirmation
of the fee for services to be paid under this Agreement, Architect 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. Architect 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 or anyone connected with Architect,
including agents, employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored
by Architect without cost to Owner.
1.3.2.2 Upon execution of this Agreement, Architect grants to Owner nonexclusive '.cense permission to reproduce the
Architect'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
shall obtain similar nonexclusive "censer permission from Architect's consultants consistent with this Agreement. Any
Architect is adjudged in default of this Agreement,
Owner is permitted to authorize other similarly credentialed design professionals to
reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for
the purposes of completing, using and maintaining the Project.
If and upon the date
1.3.2.3
Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any lyse
permission granted herein to another party without the prior written agreement of Architect. 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—license
b- ::'ted is Subp ::ag;aph 'r..rt.-z. ' ^ ^ Submission or distribution of Instruments of Service to meet official regulatory
u —
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 and Architect's consultants.
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1.3.2.4 Prior to Architect providing to Owner any Instruments of Service in electronic form or Owner providing to
Architect any electronic data for incorporation into the Instruments of Service, Owner and Architect shall by separate
written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data,
including any special limitations or—licenses not otherwise provided in this Agreement.
1.3.2.5 All plans and drawings will be prepared and submitted by Architect 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 shall, within thirty (30) calendar days following
final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally
herein. In addition Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built
conditions as provided by the General Contractor.
1.3.2.7 Architect shall have no liability for changes made to the drawings. Any such change shall be sealed by the
architect making that change and shall be appropriately marked to reflect what was changed or modified. 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, including services required of Architect's consultants, may be accomplished after
execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing,
It is expressly
understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in
Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract
must be duly authorized by appropriate City Council or City Manager action. It is expressly agreed by the parties that, as to
services hereunder, the total sum of $757,800.00 including authorized reimbursable expenses shall represent the absolute
limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto.
1.3.3.2 If any of thc following circumstances affect thc Architect's services for the Project, the Architect shall be entitled
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
9
matter relates to or is the subject of a lien arising out of Architect's services, Architect may proceed in accordance with
applicable law to comply with lien notice or filing deadlines prior to resolution of the matter by mediation orb -arbitrates
1.3.4.2 Owner and Architect 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
er 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.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out
of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including,
without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state
arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect
consents to be joined in the arbitration proceeding if Architect'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 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
laws of the state of Texas, and venue shall lie in Williamson County, Texas.
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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's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and Architect waive all rights
against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights
as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of
the Contract for Construction, .. ._ as modified between Owner and Contractor. Owner
or Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar
waivers in favor of the other parties enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either Owner or Architect.
1.3.7.6 Unless otherwise provided in this Agreement, Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances
in any form at the Project site.
1.3.7.7 Architect shall have the right to include photographic or artistic representations of the design of the Project among
Architect's promotional and professional materials. Architect shall be given reasonable access to the completed Project to
make such representations. However, Architect's materials shall not include Owner's confidential or proprietary information
if Owner has previously advised Architect in writing of the specific information considered by Owner to be confidential or
proprietary. Owner shall provide professional credit for Architect in Owner's promotional materials for the Project.
1.3.7.8 If Owner requests Architect to execute certificates, the proposed language of such certificates shall be submitted to
Architect for review at least 14 days prior to the requested dates of execution. Architect shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
1.3.7.9 Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither Owner nor Architect 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 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 in accordance substantial compliance with this Agreement, such
failure shall may be considered substantial nonperformance and :. , cause
for suspension of performance of services under this Agreement. If Architect elects to suspend services, prior to
suspension of services, Architect shall give seven fifteen (15) days' written notice to Owner. In the event of a suspension
of services, Architect shall have no liability to Owner for delay or damage caused Owner because of such suspension of
services. Before resuming services, Architect shall be paid all non -disputed sums due prior to suspension and--any-expenses
Architect's fees for the remaining services and the
time schedules shall be equitably adjusted.
11
temination,
.. e •,
•
Subparagraph , 3 Q 7
1.3.8.2 In connection with the work outlined in this Agreement it is agreed and fully understood by Architect that Owner
may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience
of Owner, upon fifteenjl5) days' written notice to Architect, with the understanding that immediately upon receipt of said
notice all work and labor being performed under this Agreement shall cease. Architect 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 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 when Architect 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 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's statement of services. No deductions shall be made from Architect's compensation on account
of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in
the Work other than those for which Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed $45,000.00, are in addition to compensation for Architect's
services and include expenses incurred by Architect and Architect'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;
.7 reimbursable expenses as designated in Paragraph 1.5.5.;
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.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.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes
and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar
contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between
Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the
documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA
Document 13141-1997, as herein amended.
fellows:
(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:
Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of ADA/TAS
to design and construct a facility for first occupancy later than January 26 1993 that does not meet the accessibility and
usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet
such requirements. Architect will use its best professional efforts to interpret and meet applicable ADA/TAS requirements
and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project.
ARTICLE 1.5 COMPENSATION
1.5.1 For Architect's services as described herein, compensation shall be computed as follows:
Architect's total compensation for services hereunder shall not exceed the sum of $757,800.00 established herein, including
authorized reimbursable expenses, which sum for reimbursable expenses shall include the actual costs of such items as are
delineated in Paragraph 1.3.9.2 herein.
1.5.2 If the services of Architect are changed as described in Subparagraph 1.3.3.1, Architect's compensation may be
adjusted. Such adjustment shall be calculated as described below : ,
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and
idents Principals and classify employees, if required. Idents specific services to which particular methods of
compensation apply)
1.5.3 For a Change in Services of Architect's consultants, compensation shall be computed as a multiple of one (1. 00)
times the amounts billed to Architect for such services.
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1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5
as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by
Architect, and Architect's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows: None
1.5.6 The rates and multiples for services of Architect and Architect's consultants as set forth in this Agreement shall be
adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No/100 Dollars ($ 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'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.
(Insert rate of interest agreed upon.)
In accordance with the Prompt Payment Act.
(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:
Alan McGraw, Mayor
ATTEST:
ARCHITECT
Pfluger Wiginton Hooker PLLC
dba Pfluger Wiginton Hooker Architects
By:
Don, 1 erJAIA, Vice Presi nt and Principal
FOR CITY, APPROVED AS TO FORM:
Sara L. White, City Secretary Stephan L. Sheets, City Attorney
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SUPPLEMENTAL AGREEMENT NO. 1
CITY OF ROUND ROCK
STATE OF TEXAS
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of
Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document
B141-1997, for the following Project:
Complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, IT, fire protection, document production, bidding -related services,
and construction administration services related to the following:
Westside Recreation Center is to be new construction of an approximately 40,000 sf
building to house gymnasiums, weight rooms, indoor track, warming area for Micki
Kresbach pool, storage rooms, equipment rooms, restrooms, and other recreational areas;
such facility to be built on property on the campus of Round rock High School at 301
Deepwood Drive, Round Rock. Professional services for this Project shall include but
not be limited to Schematic Design, Design Development, Construction Documents,
Bidding and/or Negotiation, and Contract Administration Services,
all as are more specifically identified and described in the accompanying AIA Document
B141-1997.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the day of , 2008, and likewise is by
and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal
corporation of Williamson and Travis Counties, Texas (hereinafter referred to as "City" and/or "Owner")
and PFLUGER WIGINTON HOOKER, PLLC dba PFLUGER WIGINTON HOOKER ARCHITECTS,
with offices located at 5113 Southwest Parkway, Suite 260, Austin, Texas 78735 (hereinafter referred to
as "Architect").
WITNESSETH:
WHEREAS, as is recited in the Agreement this document supplements, City intends to design
and construct the described project (hereinafter called the "Project"). Architect's services are desired for
purposes including but not limited to planning, civil, architectural, design, structural,
mechanical/electrical/plumbing engineering services, IT, fire protection, document production, bidding -
related services, and construction administration services related to the Project. Total compensation for
Architect's services under this Agreement shall not exceed the following: $712,800.00, plus reimbursable
expenses in an amount not to exceed $45,000.00.
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract
with Architect for the delineated professional services in connection with design and construction of the
Project, and for the administration of the Construction Contract during construction of a portion of the
00140786/jkg
Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will
budget therefor; and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed
to provide such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the Agreement this document supplements and herein, hereby agree as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in this Agreement.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as
recited in Paragraph 1.1.2.5 of accompanying AIA Document B141-1997.
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly
authorized by City Council Resolution or City Manager action, Architect's total compensation hereunder
shall not exceed $712,800.00, plus a not -to -exceed amount of $45,000.00, for approved Reimbursable
Expenses. These amounts represent the absolute limit of City's liability to Architect under this
Agreement, unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and
include complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, IT, fire protection, document production, bidding -related services, and construction
administration services, and such other services as may be necessary to assist the City in the design and
construction of the Project, within the limits the 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 agrees that upon execution of this Agreement, it will submit to City within ten (10)
days a list of all additional consultants it intends to utilize, not previously identified in Architect's
proposal, delineating their respective tasks. All of Architect's consultants shall be subject to the approval
of the City through its City Manager, and City reserves the right to reject any consultant. Architect shall
perform all work hereunder in a manner satisfactory and acceptable to the City, represented by its City
Manager or his designee, hereinafter referred to as "Director." A Performance Schedule shall be agreed
to by Architect and Director, and Architect agrees to use its best efforts to complete all services hereunder
in accordance with such Performance Schedule. All services shall be performed to the highest
professional standard.
2.02 Schematic Design Phase. Architect shall provide the following Schematic Design Phase
Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-1997.
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2.03 Design Documents Phase. Architect shall provide the following Design Documents Phase
Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-1997, and as
follows:
(1)
Architect shall prepare Design Documents based on the approved Schematic Design
Documents and updated budget for the Cost of the Work, said Design Documents to
include adequate specifications for elements of the Project for consideration and approval
by Director. Five (5) copies each of said documents will be submitted to City, each
consisting of drawings and other documents to fix and describe the size, cross sections
and character of the Project as to architectural, structural, mechanical and electrical
systems, materials, and such other essentials as may be necessary and appropriate. Said
documents shall illustrate and describe the refinement of the design of the Project,
establishing the scope, relationships, forms, size and appearance of the Project by means
of plans, sections and elevations, typical construction details, and equipment layouts.
Said documents shall include outline specifications that identify major materials and
systems and establish in general their quality levels. The Design Document Phase shall be
completed within the agreed Performance Schedule.
(2) Architect shall submit to City a Revised Statement of Probable Construction Cost in a
form acceptable to Director. Any variance in the estimated construction costs that will
adversely affect the established Project Budget will be submitted to Director with
appropriate comments and recommendations prior to beginning the Construction
Documents Phase.
2.04 Construction Documents Phase. Architect shall provide the following Construction
Documents Phase Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-
1997, and as follows:
(1)
Architect shall prepare from the approved Design Development Documents and updated
budget for the Cost of the Work, for consideration of and approval by Director,
Construction Documents, which documents shall set forth in detail the requirements of
the entire Project, including the necessary bidding information prepared in such a way to
allow City, if it so desires, to advertise for the award of one or more contracts for the
construction and completion of the entire Project, or any phase thereof, and Architect
shall assist City in preparation of the Bidding Forms, shall utilize without modification
City's standard General and Supplementary General Conditions, and shall draft all
Special Conditions of the Contract. City's standard form of Contract between City and
the Contractor shall also be utilized, along with City's form of Bid Bond, Performance
Bond and Payment Bond. Architect shall also compile the Project Manual that includes
the Conditions of the Contract for Construction and Specifications and may include
bidding requirements and sample forms. City shall provide all standard documents for
Architect to include in the Project Manual.
(2) Architect shall furnish City in writing a revised Statement of Probable Construction Cost,
indicating cost changes resulting from changes in Project requirements or general market
conditions, in a form acceptable to Director.
(3)
Architect shall file five (5) complete sets of proposed Construction Documents with
Director for review and official approval prior to the advertisement of bids for the
3
construction of the Project, and within the agreed Performance Schedule following
approval of the Design Documents. Following approval, Architect shall prepare and have
on hand additional sets as needed for bidding purposes. Should additional sets be
required, Architect will be reimbursed for same as an eligible reimbursable expense, upon
approval in advance by City. Architect shall also file with Director at said time, the
following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall be returned to Architect to print contract documents when the
signatures of City officials have been properly affixed).
(b) Two (2) copies of detailed cost estimates in a form acceptable to City.
(c) Four (4) unbound copies of the approved Project Construction Manual for
subsequent binding with signed construction contracts. The Project Construction
Manual shall include General and Supplementary General Conditions;
Specifications and Special Provisions; Advertisement, Instructions to Bidders
and Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment
Bond Forms; approved Wage Rates; Federal regulations if applicable to the
Project; and other required documents for construction of the Project.
(4) Architect shall be solely responsible for obtaining the prior approval of the Texas
Department of Licensing and Regulation prior to submittal of all Construction
Documents to City for approval. Any fees charged by the Department for this approval
shall be paid by Architect as a reimbursable expense.
2.05 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding/Negotiation
Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-1997, and as
follows:
Following City's approval of the Construction Documents and of the latest Statement of Probable
Construction Cost, Architect shall assist City in awarding a construction contract following legal public
bid requirements. Architect shall arrange for procuring the reproduction of Bidding Documents,
distributing same to prospective bidders, and maintaining records. Owner shall be responsible for
payment for the costs of reproduction of such documents, either directly or through reimbursement to
Architect. During the bid process, Architect shall assist City as follows:
(1) Jointly conducting pre-bid conferences, including on-site visits as required, to endeavor
to assure that bidders understand the Construction Documents, the various on-site
conditions, and the coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders, and providing clarifications
and interpretations of the Bidding Documents to all prospective bidders in the required
form of addenda to Contract Documents.
(3)
Assisting in the opening of bids, tabulation and evaluation of bids received, and advising
on award of the contract.
(4) Jointly conducting pre -award conferences where necessary.
4
Architect's assistance to City shall include submitting written reviews and recommendations for
awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific
bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents.
2.06 Construction Administration Phase. Architect shall provide the following Construction
Administration Phase Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document
B141-1997, and as follows:
The Construction Phase will commence with the award of the first Construction Contract and will
terminate following the final one-year warranty inspection of the completed Project, correction of all
defects in Project materials and workmanship, and resolution of all Project -related claims and disputes.
During the Construction Phase, Architect shall provide the following services:
(1)
Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General
Conditions. Architect's assigned authority thereunder will not be substantially modified
without Architect's written consent.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification
requested.
(3)
If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. When making such interpretations and initial decisions, Architect will
endeavor to secure faithful performance by both Owner and the Contractor, will not show
partiality to either, and will not be liable for the results of interpretations or decisions so
rendered in good faith.
(5) Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
(6) Architect shall report to Owner all deviations from the Contract Documents and most
recent construction schedule submitted by the Contractor. However, Architect will not be
responsible for the Contractor's failure to perform work in accordance with requirements
of the Contract Documents. Architect will be responsible for Architect's acts or
omissions, but will not have control over or charge of and will not be responsible for acts
or omissions of the Contractor, Subcontractors, or their agents or employees, or any other
persons or entities performing portions of the work.
5
(7) Architect will at all times have access to the work wherever it is in preparation or in
progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about
matters arising out of or relating to the Contract Documents. Communications by and
with Architect's subconsultants will be through Architect.
(9)
Architect, as a representative of City, shall advise and consult with Director and will keep
City informed in writing through him of the progress of the Project, including percent
complete on a monthly basis, during the Construction Phase; and after issuance of the
"work order" to proceed with the work, all of City's instructions to its Contractors will be
issued through Architect. Architect will have authority to act on behalf of Owner only to
the extent provided in this Agreement unless otherwise properly modified by written
amendment.
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
itself with the progress and quality of the work, and to determine if the work is
proceeding in accordance with the Contract Documents. Architect's site observations
may be conducted with Owner's designated representative to check conformance of the
work with the requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Contractor of work to be completed or
corrected. Field Reports of each visit shall be prepared by Architect and submitted to
City. Architect shall employ all reasonable measures to safeguard City against defects
and deficiencies in the work of the Contractor. Architect shall not be responsible for the
construction means, methods, techniques, sequences of procedures, nor for the safety
precautions and programs employed in connection with the work. However, Architect
will immediately inform Director whenever defects and deficiencies in the work are
observed, or when any observed actions or omissions are undertaken by the Contractor
which are not in the best interests of City and the Project.
(11) Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine, monthly, the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to
Director for approval and payment. These certifications shall constitute a representation
by Architect to City, based on observations at the site and other data comprising the
application for payment, that the work has progressed to the point indicated; that to the
best of Architect's knowledge, information and belief, the quality of the work is in
accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate); and that the Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
6
exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect to the Contractor, Subcontractors, material and equipment suppliers, their
agents or employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to the execution and progress of the work or the interpretation of the
Contract Documents, based upon such review and analysis by Architect as may
reasonably be required. In the event of litigation, where Architect is named as an
additional party with the City, such assistance will include the availability of
knowledgeable witnesses in the employ of Architect for expert testimony.
(14) Architect shall use his best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
conformance only with the design concept of the Project and with the information given
in the Contract Documents. Architect shall establish and implement precise procedures,
to be approved by City's Director, for expediting the processing and approval of these
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
(15) Architect shall prepare Change Orders and/or Construction Change Directives to the
construction contract, in six (6) copies, after review and approval by City. Each Change
Order shall be specific and final as to prices and extensions of time, with no reservations
or other provisions allowing for future additional money or time as a result of the
particular changes identified and fully compensated in the Change Order. Architect's
compensation for preparation of Change Orders, if any, shall be determined by Section
2.09(1) below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and
final completion, shall receive written guarantees and related documents assembled by
Contractor for submittal with the final Certificate of Payment, and shall prepare and
present final Certificate for Payment to Director for City's approval and payment. In
addition, Architect shall make inspection of the Project at least thirty (30) days before the
expiration of the one (1) year warranty contained in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(18) Architect shall have authority to order minor changes in the construction work, consistent
with the Contract Documents, and not involving an adjustment in the Contractor's bid
price or an extension of the Project Schedule. Such changes shall be accomplished by
Field Order. In addition, Architect may issue written Field Orders which interpret the
Plans and Specifications, with copies submitted to City's Director.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and
final location of mechanical and electrical service lines and outlets, based upon marked -
up prints of drawings and other data furnished by the Contractor to Architect. Architect
shall provide Record Construction Specifications which will identify the changes in the
7
specifications on a sheet, which sheet will be inserted at the beginning of each section to
which they pertain.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1)
consent of surety or sureties, if any, of reduction in or partial release of retainage or the
making of final payment; and (2) affidavits, receipts, releases and waivers of liens or
bonds indemnifying Owner against liens.
2.07 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion of the prime
general contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project.
Architect shall then prepare a list of work which needs to be done by each prime contractor to satisfy that
prime contractor's warranty obligations to City. For any non -warranty involvement of Architect,
payments shall be made based upon the Hourly Rate Schedule contained in this Agreement.
2.08 Project Representation Beyond Basic Services. In the event that circumstances should develop
whereby continuous, full-time representation at the Project site is required, the conditions under which
such representation shall be furnished and the Project Representatives selected, employed and directed
shall be governed by an additional written Supplemental Agreement between City and Architect.
2.09 Additional Services. Architect shall perform Additional Services, as requested by City, after a
not -to -exceed amount has been mutually agreed upon in writing by Director and Architect. Where City
Council or City Manager authorization is required, Architect shall not proceed until the appropriate
Resolution or directive for such Additional Services has been delivered. The following services are not
covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional
Services are authorized in writing by Director in advance of their performance, they shall be paid for in
the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City. If
changes are required to be made because of error, oversight, clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as may be required
in connection with the replacement of such work, unless damage was the result of
Architect's error.
(3)
Providing other extraordinary professional services over and above the contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast-track" the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
8
3.02 Designate representatives. City shall designate, when necessary, representatives authorized to
act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining
thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Survey. City shall furnish, or direct Architect to obtain at City'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.
3.04 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.
3.05 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 in the Specifications for the
Project.
3.06 Miscellaneous items. City will also provide Architect 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
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this
Project has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also
include in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the
lowest responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project, or
Architect's latest detailed estimate of Probable Construction Cost is still less than the fixed limit of
total Budgeted Construction Cost for the Project, City shall pay Architect fees for Basic Services in
accordance with this Agreement.
4.02 Procedures if bid(s) exceed Budgeted Construction Costs. If the lowest responsible bid
exceeds its portion of the fixed limit of total Budgeted Construction Cost for the Project, and as a result
thereof, or otherwise, the latest estimate of Probable Construction Cost exceeds such fixed limit of total
Budgeted Construction Cost for the Project, City at its option may either (1) give written approval of an
increase in such fixed limit, with no obligation to increase Architect's fee, or (2) authorize rebidding
within a reasonable time, or (3) cooperate in revising the Project scope and quality as required to reduce
the Probable Construction Cost. In the case of (3), Architect, without additional charge, shall immediately
modify the Drawings and Specifications as necessary to bring the Project cost within the budgeted fixed
9
limit, or within any higher fixed limit subsequently authorized by City. Providing this service shall be the
limit of Architect's responsibility in this regard, and having done so, Architect shall be entitled to his fees
in accordance with this Agreement.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures at actual costs made by Architects, their employees,
or their consultants in the interest of the Project for the incidental expenses set forth below. Such expenses
must be authorized in advance.
5.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the following
shall be reimbursable: reasonable transportation and living expenses of principals and employees when
traveling in connection with the Project outside of Williamson County, Texas, essential long distance
calls and telegrams, fees paid for the securing of approval of authorities having jurisdiction over the
Project, postage, and reproduction of Drawings and Specifications, excluding copies for Architect's office
use and the required number of sets at each phase of the work for City's review.
5.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due
to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for
the City's use shall be reimbursable.
5.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the
Texas Department of Licensing and Regulation for review and approval of design or development
documents shall be reimbursable.
5.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the
Texas Natural Resource Conservation Commission for Water Pollution Abatement Plan and for Sewage
Collection Fee shall be reimbursable.
5.06 Special Consultants. If the employment of special consultants for specialized design services is
authorized by City, (for example, special lighting and landscape consultants, special soil mechanics
engineers, communications consultants, etc.), fees for other than normally required architectural,
structural, mechanical, electrical and civil engineering services and the Basic Services hereinbefore
defined, shall be reimbursable.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each phase, but not to exceed the following percentages of the
respective fees at the completion and approval of each phase of the work:
I. FEE APPORTIONMENT BY PHASE
(a) Schematic Design Phase $ 101,295.00
(b) Design Documents Phase $ 202,590.00
(b) Construction Document Phase $ 202,590.00
10
(c) Bidding and/or Negotiation Phase $ 33,765.00
(d) Construction Administration Phase $ 135,060.00
(e) Audio $ 15,000.00
(0 Furniture and Interiors $ 22,500.00
TOTAL SERVICES (not to exceed amount) $712,800.00
As to the Construction Administration Phase fee apportionment of $135,060.00, Architect shall
invoice for equal monthly payments based upon the contractually stipulated Construction Period.
6.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable
Expenses and Additional Services for Architect, as hereinbefore referred to and in an amount not to
exceed $45,000.00, shall be made following presentation, review and approval of Architect's detailed
invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
6.05 Abandonment. If any work designed or specified by Architect during any phase or subphase is
abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account
of it prior to receipt of written notice from City through its Director of such abandonment or suspension.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be in a form to be specified by Director. All payments to
Architect shall be made on the basis of the invoices submitted by Architect and approved by Director.
Such invoices shall conform to the schedule of services and costs in connection therewith set out
hereinabove. All Reimbursable Expenses shall be clearly shown. Should additional backup material be
requested by Director, Architect shall comply promptly with such request. In this regard, should Director
determine it necessary, Architect shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
6.07 Payment of Invoices. City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Architect and to adjust the same to meet the requirements of the
Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later
than the time period required under the Texas Prompt Payment Act; however, under no circumstances
shall Architect be entitled to receive interest on payments which are late because of a good faith dispute
between Architect and City or because of amounts which City has a right to withhold under this
Agreement or state law.
6.08 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against
any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due
arises pursuant to the 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.
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ARTICLE VII
ARCHITECT'S ACCOUNTING RECORDS
7.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining
to the Project, and records of accounts between City and Architect shall be kept on a generally recognized
accounting basis and shall be available to City or its authorized representatives at mutually convenient
times.
ARTICLE VIII
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that Director may cancel or indefinitely suspend further work hereunder or
terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days' written
notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor
being performed under this Agreement shall cease. Architect 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. All
plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall
become the property of City upon termination of this Agreement, and shall be promptly delivered to City
in a reasonably organized form without restriction on future use. Should City subsequently contract with a
new architect for continuation of services on the Project, Architect shall cooperate in providing
information.
8.02 Default. Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as determined by Director or which is not submitted in compliance with the terms of this
Agreement. City shall not be required to make any payments to Architect when Architect is in default
under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which
City may have if Architect is in default, including the right to bring legal action for damages or to force
specific performance of this Agreement.
ARTICLE IX
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for Construction", are
to be used by Architect without modification; however, City may, upon prior consultation, approve of any
changes that may be necessary for specific cases or instances. Any special conditions pertaining to the
Project that are approved by City will be included under the Special Conditions portion of the
Construction Documents.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute
arising hereunder shall be submitted to Director, whose decision in the matter shall be final and binding.
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ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a
release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other
documents and work; nor shall such approval be deemed to be an assumption of such responsibility by
City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other
documents prepared by Architect, his employees, subcontractors, agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and
expenses for personal injury (including death), property damage or other harm for which recovery of
damages is sought, suffered by any person or persons, that may arise out of or be occasioned by
Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or
omission of Architect, his officers, agents, associates, employees or subconsultants, in the performance of
this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability
resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in
the event of joint and concurrent negligence of both Architect and City, responsibility and indemnity, if
any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without,
however, waiving any governmental immunity available to City under Texas law and without waiving
any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of
the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other
person or entity.
10.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and
indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or
Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this
Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily, regardless of whether
or not City is proven to have actively induced or contributed to the infringement. Architect will pay any
and all resulting costs, damages and attorney's fees finally awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
(a) If Architect defends City against such claims, the City Attorney of City shall be
kept informed of settlement negotiations, and shall execute any settlement
agreement reached by Architect on City's behalf.
(b) Architect's defense and indemnification under this section is conditioned on
City's agreement that if any of the designs, plans or specifications, become, or in
Architect's opinion are likely to become, the subject of such a claim, City will
permit Architect, at Architect's option and expense, either to procure the right for
City to continue using the designs, plans or specifications or to replace or modify
the same so that they become non -infringing; and if neither of the foregoing
alternatives is available on terms which are reasonable in Architect's judgment,
City, to the extent City is legally able to do so, will cease using the designs, plans
13
or specifications on written request of Architect, in which instance City has the
sole option to either require Architect to perform new design work at Architect's
sole expense, or to terminate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based
upon the modification or alteration of the designs, plans or specifications
prepared under this Agreement subsequent to the Project by City, or by any
engineering consultant subsequently employed by City.
(d) The foregoing states the entire obligation of Architect with respect to
infringement of patents and copyrights.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Agreement the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable
to City.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to maintain
during the term of the Contract, at the subconsultant's own expense, the same stipulated minimum
insurance required in Section 10.04 above, including the required provisions and additional policy
conditions as shown below in Section 10.06, unless specifically waived by the City Manager. As an
alternative, Architect may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Architect's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds and that the Architect agrees to provide Workers'
Compensation coverage for the subconsultants and their employees.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in order
to assure compliance with the insurance requirements. Architect must retain the certificates of insurance
for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. City shall be entitled, upon request and without expense, to
receive copies of these certificates of insurance.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, 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.
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(3)
The Term "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City of
Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's Self -Insured Retentions of
whatever nature.
10.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by
Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum
coverage in force to be filed with the City.
ARTICLE XI
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
11.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall
comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round
Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and
National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in
the performance of the professional services contracted for herein.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services
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 XII
TERM
12.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended
by mutual agreement approved by City's Director, the term of this Agreement shall be from the date
hereof until final completion of the Project and all architectural/engineering and construction
administration services in connection therewith, including the final one (1) year warranty inspection, and
resolution of any outstanding Project -related claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is
of critical importance, and agrees to undertake all necessary efforts to expedite the performance of
services required herein, so that construction of the Project will be commenced as scheduled. In this
regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and
timely accomplish all services required under this Agreement in the highest professional manner.
ARTICLE XIII
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
13.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers,
employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the
purchase or sale of any product, materials or equipment that will be recommended or required for the
construction of the Project.
15
13.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall not be
disclosed to any third parties without the prior written consent and approval of City's Director.
ARTICLE XIV
GENERAL PROVISIONS
14.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any
failure of Architect to complete the services for each phase of this Agreement within the agreed Project
Performance Schedule will constitute a material breach of this Agreement. Architect shall be fully
responsible for its delays or for failures to use his best efforts in accordance with the terms of this
Contract. Where damage is caused to City due to Architect's failure to perform in these circumstances,
City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any
of City's additional legal rights or remedies.
14.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is
prevented from performing any of its obligations hereunder by reasons for which it is not responsible or
circumstances beyond its control. However, notice of such impediment or delay in performance must be
timely given, and all reasonable efforts undertaken to mitigate its effects.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet
or transfer any interest in this Agreement without prior written authorization of City's Director.
14.04 Amendments. This Agreement, representing the entire agreement between the parties, may only
be amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson
County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or
all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas.
This Contract shall be governed by and construed in accordance with the laws and court decisions of the
State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as
follows:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
and to:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, Texas 78644
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
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Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton Hooker Architects
Don Greer, AIA, Vice President and Principal
5113 Southwest Parkway, Suite 260
Austin, Texas 78735
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its
corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No.
approved by the City Council on , and
Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton Hooker Architects, signing by and through its
duly authorized representative, thereby binding the parties hereto, their successors, assigns and
representatives for the faithful and full performance of the terms and provisions of this Contract.
CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
ATTEST:
By:
Sara L.White, City Secretary
FOR CITY, APPROVED AS TO FORM:
By:
Stephan L. Sheets, City Attorney
PFLUGER WIGINTON HOOKER, PLLC
dba PFLUGER WIGINTON HOOKER ARCHITECTS
By:
Do 'G r, AIA
Vice President and Principal
THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS
78711-2337 OR 333 GUADALUPE, SUITE 2-350, AUSTIN, TEXAS 78701-3942, TELEPHONE (512)
305-9000, HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS'
REGISTRATION LAW, TEXAS CIVIL STATUTES, ARTICLE 249a.
17
DATE: July 15, 2008
SUBJECT: City Council Meeting — July 24, 2008
ITEM: 10D1. Consider a resolution authorizing the Mayor to execute an Agreement for
Architectural/Engineering Design Services for the Westside Recreational
Center with Pfluger Wiginton Hooker PLLC dba Pfluger Wiginton Hooker
Architects.
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 schematic design phase, design
development phase, construction documents phase, bidding phase and construction contract
administration phase for the Westside Recreation Center.
Funding:
Cost: $757,800.00
Source of funds: 2002 GO Bonds
Outside Resources:
Pfluger Wiginton Hooker Architects
Background Information:
Pfluger Wiginton Hooker was selected during the original selection process of Architects for the
2002 GO Bond Projects. City Staff successfully negotiated an agreement for the design of this
project.
Public Comment: N/A
Executed
Document
Follows
City of Round Rock Agreement
for Architectural Services for
City of Round Rock Westside Recreation Center
with Pfluger Wiginton Hooker, PLLC
Based upon AIA Document B141 -1997
1997 Edition - Electronic Format
Standard Form of Agreement between Owner and Architect
AGREEMENT made as of the
(In words, indicate day, month and year.)
day of the month of
BETWEEN the Architect'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:
(Name, address and other information.)
Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton Hooker Architects
5113 Southwest Parkway, Suite 260
Austin, Texas 78735
For the following Project:
(Include detailed description of Project.)
The Project consists of the following elements:
in the year Two Thousand Eight.
Westside Recreation Center is to be new construction of an approximately 40,000 sf building to house gymnasiums, weight
rooms, indoor track, warming area for Micki Kresbach pool, storage rooms, equipment rooms, restrooms, and other recreational
areas; such facility to be built on property on the campus of Round Rock High School at 301 Deepwood Drive, Round Rock.
Budget for the Westside Recreation Center is planned to be approximately $8,000,000. 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, parking, FFE, and immediate adjacent site work.
Professional services for this Project shall include but not be limited to Schematic Design, Design Development, Construction
Documents, Bidding and/or Negotiation, and Contract Administration Services.
Owner and Architect agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
Architect 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 design and contract administration services for the referenced Project; and providing other specialized services.
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a
requirement of federal law to comply with ADA if the construction budget exceeds $50,000.
00140763/jkg
' --OS- -24 -(o171
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identi or describe, if appropriate, proposed use or goals.)
The referenced Project consists of professional planning, design, and construction administration services related to the
following:
Westside Recreation Center is to be new construction of an approximately 40,000 sf building to house gymnasiums,
weight rooms, indoor track, warming area for Micki Kresbach pool, storage rooms, equipment rooms, restrooms, and other
recreational areas; such facility to be built on property on the campus of Round Rock High School at 301 Deepwood Drive,
Round Rock.
Budget for the Westside Recreation Center is planned to be approximately $8,000,000. Such budget includes A/E fees, FFE
(fumiture/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, parking, FFE, and immediate
adjacent site work.
Professional services for this Project shall include but not be limited to Schematic Design, Design Development,
Construction Documents, Bidding and/or Negotiation, and Contract Administration Services.
1.1.2.2 The physical parameters are:
The Westside Recreation Center is to be located on property on the campus of Round Rock High School located at 301
Deepwood Drive, Round Rock, Texas.
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:
Schematic Design
Review with Owner alternative approaches to design and construction of Project.
Based upon the mutually agreed-upon program, schedule, and construction budget requirements, prepare
Schematic Design Documents (including but not limited to drawings and other documents illustrating the
scale and relationship of Project components), and submit same for Owner's approval.
• Provide Owner with a preliminary estimate of Probable Construction Cost based on Schematic Design
Documents and current area, volume, or similar conceptual estimating techniques.
• Deliverables include conceptual sketches and illustrations; Schematic Design drawings of buildings and site;
interior layouts; 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 Owner review meeting(s) with designated representative.
Design Development
•
•
Participate with Owner on design review, make adjustments to Schematic Design Documents 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.
Based upon the approved Schematic Design Documents and any adjustments authorized by Owner in the
program, schedule, or construction budget, prepare Design Development Documents (including but not
limited to drawings and other documents) to fix and describe the size and character of the Project as to
2
disciplines of architectural, structural, MEP systems, materials and such other elements as may be
appropriate, and submit same for Owner's approval.
• Advise Owner of any adjustments to the preliminary estimate of Probable Construction Cost, and 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 Owner review meeting(s) with designated representative.
Construction Documents Phase
• Based on the approved Design Development Documents and any further adjustments in scope or quality of
the Project or in the construction budget authorized by Owner, prepare Construction Documents (including
but not limited to Drawings and Specifications) setting forth in detail the requirements for construction of the
Project, and submit same for Owner's approval.
• Assist Owner in preparation of necessary bidding information, bidding forms, Conditions of the Contract
including general, special, and supplementary, the form of agreement between Owner and Contractor, and
related documents.
• Deliverables include bidding forms, Conditions of the Contract including general, special, and
supplementary, the form of agreement between Owner and Contractor, and related documents.
• Attend Owner review meeting(s) with designated representative.
Bidding and/or Negotiation Phase
•
Following Owner's approval of the Construction Documents and of the latest estimate of Construction Cost,
assist Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for
construction.
Contract Administration Services
• As delineated in Supplemental Agreement No. 1 accompanying this Agreement.
SCHEDULE
Proposed schedule for the Project is as follows:
Phase or Action
Schematic Design Phase 10 weeks
Design Development Phase 15 weeks
Construction Documents Phase 15 weeks
Bidding 4 weeks
Negotiate Construction Contract 4 weeks
Construction Administration Phase 52 weeks to 78 weeks
Total Maximum Duration 126 weeks
Architect will maintain project schedule in a format acceptable to City throughout the duration of the Proiect.
1.1.2.4 The legal parameters are:
Not applicable.
1.1.2.5 The financial parameters are as follows:
1. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is:
3
Budget for the Project is planned to be approximately $8,000,000. 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 .
Professional services for this Project shall include but not be limited to Schematic Design, Design Development,
Construction Documents, Bidding and/or Negotiation, and Contract Administration Services.
2. The Fee Schedule relative to Phase 1 and this Agreement is as follows:
A. Basic Professional Services
In consideration for the professional services to be performed by Architect, City agrees to pay Architect a total
sum not to exceed Seven Hundred Twelve Thousand Eight Hundred and No/100 Dollars ($712,800.00). Said sum
is a fixed not -to -exceed amount, and shall be paid for services as delineated herein.
Schematic Design $ 101,295.00
Design Development $ 202,590.00
Construction Documents $ 202,590.00
Bidding/Negotiation $ 33 765.00
Construction Administration $ 135,060.00
Audio $ 15,000.00
Furniture and Interiors $ 22,500.00
TOTAL $ 712,800.00 (not to exceed amount)
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses, including administrative charges and out-of-pocket expenses, shall not exceed
the maximum sum of Forty-five Thousand and No/100 Dollars ($45,000.00).
Allowable reimbursable expenses within the not -to -exceed amount may include the following:
Reprographic and plotting of documents for other than Architect's own in-house use;
Shipping, mailing and delivery expenses for other than Architect'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.
TOTAL $ 45,000.00 (actual costs; not to exceed amount)
Not -to -exceed Total Payment for Professional Services and Reimbursable Expenses Payable Hereunder: Unless
subsequently changed by Supplemental Agreement hereto, Architect's total compensation for services and reimbursables
hereunder shall not exceed $757,800.00. Such amount represents the absolute limit of City's liability to Architect 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's professional fees and reimbursable expenses for work done on behalf of City. No
deductions shall be made for Architect's compensation on account of penalty, liquidated damages or other sums withheld
from payments to Architect. No additions shall be made to Architect'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, 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.
4
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 of this executed Agreement. Completion shall
be not later than December 31, 2010. 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:
(Idents 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
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the
Architect's submittals to the Owner are:
(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: Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton Hooker Architects
Don Greer, AIA, Vice President and Principal in Charge
1.1.3.4 The Architect's Designated Representative is:
(List name, address and other information)
Don Greer, AIA, Vice President and Principal
Pfluger Wiginton Hooker, PLLC
5113 Southwest Parkway, Suite 260
Austin, Texas 78735
1.1.3.5 The consultants retained at the Architect's expense are:
(List discipline and, if known, idents them by name and address)
5
See Paragraph 1.1.3.3 herein.
Upon execution of this Agreement, Architect 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's proposal, delineating their respective tasks. All of
Architect'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 shall not be
restricted, modified or extended without written agreement of Owner and Architect with consent of Contractor, which
consent shall not be unreasonably withheld. Architect 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 in
determining the Architect's compensation.
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 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, within 15 days after receipt
of a written request, information necessary and relevant for the Architect 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 in order to avoid unreasonable delay in the orderly and sequential
progress of Architect'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 to furnish them as a Change in Services when such services are requested by Architect 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.
6
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 Wiest other if the -Owner either becomes
aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect's Instruments of
Service.
1.2.2.8 Owner shall furnish, or direct Architect 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 in the specifications for the Project. However, Owner agrees to reimburse Architect the
actual costs of review fees associated with Texas Building Accessibility reviews.
1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the
City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal
Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may
be necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction
contract. To the extent practicable, these documents shall be utilized in the preparation of the construction documents.
1.2.2.11 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.
1.2.3 ARCHITECT
1.2.3.1 The services performed by Architect, Architect's employees and Architect's consultants shall be as enumerated in
Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and
in related documents.
1.2.3.2 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. Architect shall submit for Owner's approval a schedule for the performance of Architect'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 or Owner.
1.2.3.3 Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's behalf
with respect to the Project.
1.2.3.4 Architect 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
from establishing a claim or defense in an adjudicatory proceeding. Architect shall require of Architect'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 shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise Architect's professional judgment with
respect to this Project.
1.2.3.6 Architect shall review laws, codes, and regulations applicable to Architect's services. Architect shall respond in the
design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
7
1.2.3.7 Architect 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 th -reset 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.
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, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, a
reasenable-atlewanee-fer-their for Contractor's overhead and profit.
1.3.1.3 The Cost of the Work does not include the compensation of Architect and Architect'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's and
Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the
_ _ • • _ All Architect's designs and work product under this
Agreement, including but not limited to Tracings Drawings, Estimates, Specifications, Investigations. Studies and other
documents, shall be the property of Owner, to be used as Owner desires; by execution of this Agreement and in confirmation
of the fee for services to be paid under this Agreement. Architect 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. Architect 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 or anyone connected with Architect,
including agents, employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored
by Architect without cost to Owner.
1.3.2.2 Upon execution of this Agreement, Architect grants to Owner nonexc'usive Iicenne permission to reproduce the
Architect'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
shall obtain similar neri,. dunive Iicense permission from Architect's consultants consistent with this Agreement. Any
Architect is adjudged in default of this Agreement,
• Owner is permitted to authorize other similarly credentialed design professionals to
reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for
the purposes of completing, using and maintaining the Project.
If and upon the date
1.3.2.3
implied under this Agreement. Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any ase
permission granted herein to another party without the prior written agreement of Architect. 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 13.1.ieense
granted in Subparagraph 1.3.2.2. 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 and Architect's consultants.
8
1.3.2.4 Prior to Architect providing to Owner any Instruments of Service in electronic form or Owner providing to
Architect any electronic data for incorporation into the Instruments of Service, Owner and Architect shall by separate
written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data,
including any special limitations or 1icenes not otherwise provided in this Agreement.
1.3.2.5 All plans and drawings will be prepared and submitted by Architect 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 shall, within thirty (30) calendar days following
final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally
herein. In addition, Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built
conditions as provided by the General Contractor.
1.3.2.7 Architect shall have no liability for changes made to the drawings. Any such change shall be sealed by the
architect making that change and shall be appropriately marked to reflect what was changed or modified. 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, including services required of Architect's consultants, may be accomplished after
execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing,
beyond the Architect's control, or if the Architect's services are affected as described in Subparagraph 1.3.3.2. In the
deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the
Paragraph 1.5.2, and to any Reimbursable Expenses described in Subparagraph 1.3.9.2 and Paragraph 1.5.5. 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 $757,800.00 including authorized reimbursable expenses shall represent the absolute
limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto.
1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled
.2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to
where the Architect is a party thereto;
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
9
matter relates to or is the subject of a lien arising out of Architect's services, Architect may proceed in accordance with
applicable law to comply with lien notice or filing deadlines prior to resolution of the matter by mediation b
or • a�-�i
1.3.4.2 Owner and Architect 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
Of 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.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
having j :.,]:.tion th eof
aau♦ aaa,.
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 hereby expressly agree that no claims or disputes between Owner and Architect arising out
of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including,
without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state
arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect
consents to be joined in the arbitration proceeding if Architect'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 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
..yided i., Paragraph ' n 2 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
10
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's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and Architect waive all rights
against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights
as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of
the Contract for Construction, . • . • ... • . • as modified between Owner and Contractor. Owner
or Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar
waivers in favor of the other parties enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either Owner or Architect.
1.3.7.6 Unless otherwise provided in this Agreement, Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances
in any form at the Project site.
1.3.7.7 Architect shall have the right to include photographic or artistic representations of the design of the Project among
Architect's promotional and professional materials. Architect shall be given reasonable access to the completed Project to
make such representations. However, Architect's materials shall not include Owner's confidential or proprietary information
if Owner has previously advised Architect in writing of the specific information considered by Owner to be confidential or
proprietary. Owner shall provide professional credit for Architect in Owner's promotional materials for the Project.
1.3.7.8 If Owner requests Architect to execute certificates, the proposed language of such certificates shall be submitted to
Architect for review at least 14 days prior to the requested dates of execution. Architect shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
1.3.7.9 Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither Owner nor Architect 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 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 in weer -dame substantial compliance with this Agreement, such
failure shall may be considered substantial nonperformance and :. ..• . •, cause
for suspension of performance of services under this Agreement. If Architect elects to suspend services, prior to
suspension of services, Architect shall give seven fifteen (15) days' written notice to Owner. In the event of a suspension
of services, Architect shall have no liability to Owner for delay or damage caused Owner because of such suspension of
services. Before resuming services, Architect shall be paid all non -disputed sums due prior to suspension and-anyenses
• - . Architect's fees for the remaining services and the
time schedules shall be equitably adjusted.
1.3.8.3 If the Project is suspended or the Architect's services arc suspended for more than 90 consecutive days, the
11
termination..
• •-
1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for service:,
Subparagraph , Z 8 7
1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect 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, with the understanding that immediately upon receipt of said
notice all work and labor being performed under this Agreement shall cease. Architect 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 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 when Architect 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 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's statement of services. No deductions shall be made from Architect's compensation on account
of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in
the Work other than those for which Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed $45,000.00, are in addition to compensation for Architect's
services and include expenses incurred by Architect and Architect'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'.. r uttants;
.7 reimbursable expenses as designated in Paragraph 1.5.5.;
12
.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.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes
and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar
contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between
Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the
documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA
Document B141-1997, as herein amended.
follows:
(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.)
SI
"Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard
Form of Architect's Services, AIA Document B141-1997.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of ADA/TAS
to design and construct a facility for first occupancy later than January 26, 1993 that does not meet the accessibility and
usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet
such requirements. Architect will use its best professional efforts to interpret and meet applicable ADA/TAS requirements
and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project.
ARTICLE 1.5 COMPENSATION
1.5.1 For Architect's services as described herein, compensation shall be computed as follows:
Architect's total compensation for services hereunder shall not exceed the sum of $757,800.00 established herein, including
authorized reimbursable expenses, which sum for reimbursable expenses shall include the actual costs of such items as are
delineated in Paragraph 1.3.9.2 herein.
1.5.2 If the services of Architect are changed as described in Subparagraph 1.3.3.1, Architect's compensation may be
adjusted. Such adjustment shall be calculated as described below
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and
identify Principals and classify employees, if required. Identify specific services to which particular methods of
compensation apply)
1.5.3 For a Change in Services of Architect's consultants, compensation shall be computed as a multiple of one (1. 00)
times the amounts billed to Architect for such services.
13
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5
as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( L00) times the expenses incurred by
Architect, and Architect's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows: None
1.5.6 The rates and multiples for services of Architect and Architect's consultants as set forth in this Agreement shall be
adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No/100 Dollars ($ 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'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.
(Insert rate of interest agreed upon.)
In accordance with the Prompt Payment Act.
(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:
Alan McGraw, Mayor
ATTEST:
Sara L. White, City Secretary
ARCHITECT
Pfluger Wiginton Hooker PLLC
dba Pfluger Wiginton Hooker Architects
By:
FOR
D
41,
Stephan1,
AIA, Vice Presi
nt and Principal
S TO FORM:
14
eets, City Attorne
SUPPLEMENTAL AGREEMENT NO. 1
CITY OF ROUND ROCK
STATE OF TEXAS
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of
Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document
B141-1997, for the following Project:
Complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, IT, fire protection, document production, bidding -related services,
and construction administration services related to the following:
Westside Recreation Center is to be new construction of an approximately 40,000 sf
building to house gymnasiums, weight rooms, indoor track, warming area for Micki
Kresbach pool, storage rooms, equipment rooms, restrooms, and other recreational areas;
such facility to be built on property on the campus of Round rock High School at 301
Deepwood Drive, Round Rock. Professional services for this Project shall include but
not be limited to Schematic Design, Design Development, Construction Documents,
Bidding and/or Negotiation, and Contract Administration Services,
all as are more specifically identified and described in the accompanying AIA Document
B141-1997.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the 'jam day of , 2008, and likewise is by
and between the same parties, those being the CITY OF RO D ROCK, a home -rule municipal
corporation of Williamson and Travis Counties, Texas (hereinafter referred to as "City" and/or "Owner")
and PFLUGER WIGINTON HOOKER, PLLC dba PFLUGER WIGINTON HOOKER ARCHITECTS,
with offices located at 5113 Southwest Parkway, Suite 260, Austin, Texas 78735 (hereinafter referred to
as "Architect").
WITNESSETH:
WHEREAS, as is recited in the Agreement this document supplements, City intends to design
and construct the described project (hereinafter called the "Project"). Architect's services are desired for
purposes including but not limited to planning, civil, architectural, design, structural,
mechanical/electrical/plumbing engineering services, IT, fire protection, document production, bidding -
related services, and construction administration services related to the Project. Total compensation for
Architect's services under this Agreement shall not exceed the following: $712,800.00, plus reimbursable
expenses in an amount not to exceed $45,000.00.
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract
with Architect for the delineated professional services in connection with design and construction of the
Project, and for the administration of the Construction Contract during construction of a portion of the
00140786/jkg
R- v&- o -74A-1071
Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will
budget therefor; and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed
to provide such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the Agreement this document supplements and herein, hereby agree as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in this Agreement.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as
recited in Paragraph 1.1.2.5 of accompanying AIA Document B141-1997.
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly
authorized by City Council Resolution or City Manager action, Architect's total compensation hereunder
shall not exceed $712,800.00, plus a not -to -exceed amount of $45,000.00, for approved Reimbursable
Expenses. These amounts represent the absolute limit of City's liability to Architect under this
Agreement, unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and
include complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, IT, fire protection, document production, bidding -related services, and construction
administration services, and such other services as may be necessary to assist the City in the design and
construction of the Project, within the limits the 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 agrees that upon execution of this Agreement, it will submit to City within ten (10)
days a list of all additional consultants it intends to utilize, not previously identified in Architect's
proposal, delineating their respective tasks. All of Architect's consultants shall be subject to the approval
of the City through its City Manager, and City reserves the right to reject any consultant. Architect shall
perform all work hereunder in a manner satisfactory and acceptable to the City, represented by its City
Manager or his designee, hereinafter referred to as "Director." A Performance Schedule shall be agreed
to by Architect and Director, and Architect agrees to use its best efforts to complete all services hereunder
in accordance with such Performance Schedule. All services shall be performed to the highest
professional standard.
2.02 Schematic Design Phase. Architect shall provide the following Schematic Design Phase
Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-1997.
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2.03 Design Documents Phase. Architect shall provide the following Design Documents Phase
Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-1997, and as
follows:
(1) Architect shall prepare Design Documents based on the approved Schematic Design
Documents and updated budget for the Cost of the Work, said Design Documents to
include adequate specifications for elements of the Project for consideration and approval
by Director. Five (5) copies each of said documents will be submitted to City, each
consisting of drawings and other documents to fix and describe the size, cross sections
and character of the Project as to architectural, structural, mechanical and electrical
systems, materials, and such other essentials as may be necessary and appropriate. Said
documents shall illustrate and describe the refinement of the design of the Project,
establishing the scope, relationships, forms, size and appearance of the Project by means
of plans, sections and elevations, typical construction details, and equipment layouts.
Said documents shall include outline specifications that identify major materials and
systems and establish in general their quality levels. The Design Document Phase shall be
completed within the agreed Performance Schedule.
(2) Architect shall submit to City a Revised Statement of Probable Construction Cost in a
form acceptable to Director. Any variance in the estimated construction costs that will
adversely affect the established Project Budget will be submitted to Director with
appropriate comments and recommendations prior to beginning the Construction
Documents Phase.
2.04 Construction Documents Phase. Architect shall provide the following Construction
Documents Phase Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-
1997, and as follows:
(1) Architect shall prepare from the approved Design Development Documents and updated
budget for the Cost of the Work, for consideration of and approval by Director,
Construction Documents, which documents shall set forth in detail the requirements of
the entire Project, including the necessary bidding information prepared in such a way to
allow City, if it so desires, to advertise for the award of one or more contracts for the
construction and completion of the entire Project, or any phase thereof, and Architect
shall assist City in preparation of the Bidding Forms, shall utilize without modification
City's standard General and Supplementary General Conditions, and shall draft all
Special Conditions of the Contract. City's standard form of Contract between City and
the Contractor shall also be utilized, along with City's form of Bid Bond, Performance
Bond and Payment Bond. Architect shall also compile the Project Manual that includes
the Conditions of the Contract for Construction and Specifications and may include
bidding requirements and sample forms. City shall provide all standard documents for
Architect to include in the Project Manual.
(2) Architect shall furnish City in writing a revised Statement of Probable Construction Cost,
indicating cost changes resulting from changes in Project requirements or general market
conditions, in a form acceptable to Director.
(3)
Architect shall file five (5) complete sets of proposed Construction Documents with
Director for review and official approval prior to the advertisement of bids for the
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construction of the Project, and within the agreed Performance Schedule following
approval of the Design Documents. Following approval, Architect shall prepare and have
on hand additional sets as needed for bidding purposes. Should additional sets be
required, Architect will be reimbursed for same as an eligible reimbursable expense, upon
approval in advance by City. Architect shall also file with Director at said time, the
following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall be returned to Architect to print contract documents when the
signatures of City officials have been properly affixed).
(b) Two (2) copies of detailed cost estimates in a form acceptable to City.
(c) Four (4) unbound copies of the approved Project Construction Manual for
subsequent binding with signed construction contracts. The Project Construction
Manual shall include General and Supplementary General Conditions;
Specifications and Special Provisions; Advertisement, Instructions to Bidders
and Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment
Bond Forms; approved Wage Rates; Federal regulations if applicable to the
Project; and other required documents for construction of the Project.
(4) Architect shall be solely responsible for obtaining the prior approval of the Texas
Department of Licensing and Regulation prior to submittal of all Construction
Documents to City for approval. Any fees charged by the Department for this approval
shall be paid by Architect as a reimbursable expense.
2.05 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding/Negotiation
Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document B141-1997, and as
follows:
Following City's approval of the Construction Documents and of the latest Statement of Probable
Construction Cost, Architect shall assist City in awarding a construction contract following legal public
bid requirements. Architect shall arrange for procuring the reproduction of Bidding Documents,
distributing same to prospective bidders, and maintaining records. Owner shall be responsible for
payment for the costs of reproduction of such documents, either directly or through reimbursement to
Architect. During the bid process, Architect shall assist City as follows:
(1)
Jointly conducting pre-bid conferences, including on-site visits as required, to endeavor
to assure that bidders understand the Construction Documents, the various on-site
conditions, and the coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders, and providing clarifications
and interpretations of the Bidding Documents to all prospective bidders in the required
form of addenda to Contract Documents.
(3)
Assisting in the opening of bids, tabulation and evaluation of bids received, and advising
on award of the contract.
(4) Jointly conducting pre -award conferences where necessary.
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Architect's assistance to City shall include submitting written reviews and recommendations for
awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific
bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents.
2.06 Construction Administration Phase. Architect shall provide the following Construction
Administration Phase Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document
B141-1997, and as follows:
The Construction Phase will commence with the award of the first Construction Contract and will
terminate following the final one-year warranty inspection of the completed Project, correction of all
defects in Project materials and workmanship, and resolution of all Project -related claims and disputes.
During the Construction Phase, Architect shall provide the following services:
(1)
Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General
Conditions. Architect's assigned authority thereunder will not be substantially modified
without Architect's written consent.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification
requested.
(3)
If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. When making such interpretations and initial decisions, Architect will
endeavor to secure faithful performance by both Owner and the Contractor, will not show
partiality to either, and will not be liable for the results of interpretations or decisions so
rendered in good faith.
(5)
Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
(6) Architect shall report to Owner all deviations from the Contract Documents and most
recent construction schedule submitted by the Contractor. However, Architect will not be
responsible for the Contractor's failure to perform work in accordance with requirements
of the Contract Documents. Architect will be responsible for Architect's acts or
omissions, but will not have control over or charge of and will not be responsible for acts
or omissions of the Contractor, Subcontractors, or their agents or employees, or any other
persons or entities performing portions of the work.
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(7) Architect will at all times have access to the work wherever it is in preparation or in
progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about
matters arising out of or relating to the Contract Documents. Communications by and
with Architect's subconsultants will be through Architect.
(9)
Architect, as a representative of City, shall advise and consult with Director and will keep
City informed in writing through him of the progress of the Project, including percent
complete on a monthly basis, during the Construction Phase; and after issuance of the
"work order" to proceed with the work, all of City's instructions to its Contractors will be
issued through Architect. Architect will have authority to act on behalf of Owner only to
the extent provided in this Agreement unless otherwise properly modified by written
amendment.
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
itself with the progress and quality of the work, and to determine if the work is
proceeding in accordance with the Contract Documents. Architect's site observations
may be conducted with Owner's designated representative to check conformance of the
work with the requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Contractor of work to be completed or
corrected. Field Reports of each visit shall be prepared by Architect and submitted to
City. Architect shall employ all reasonable measures to safeguard City against defects
and deficiencies in the work of the Contractor. Architect shall not be responsible for the
construction means, methods, techniques, sequences of procedures, nor for the safety
precautions and programs employed in connection with the work. However, Architect
will immediately inform Director whenever defects and deficiencies in the work are
observed, or when any observed actions or omissions are undertaken by the Contractor
which are not in the best interests of City and the Project.
(11) Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine, monthly, the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to
Director for approval and payment. These certifications shall constitute a representation
by Architect to City, based on observations at the site and other data comprising the
application for payment, that the work has progressed to the point indicated; that to the
best of Architect's knowledge, information and belief, the quality of the work is in
accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate); and that the Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
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exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect to the Contractor, Subcontractors, material and equipment suppliers, their
agents or employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to the execution and progress of the work or the interpretation of the
Contract Documents, based upon such review and analysis by Architect as may
reasonably be required. In the event of litigation, where Architect is named as an
additional party with the City, such assistance will include the availability of
knowledgeable witnesses in the employ of Architect for expert testimony.
(14) Architect shall use his best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
conformance only with the design concept of the Project and with the information given
in the Contract Documents. Architect shall establish and implement precise procedures,
to be approved by City's Director, for expediting the processing and approval of these
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
(15) Architect shall prepare Change Orders and/or Construction Change Directives to the
construction contract, in six (6) copies, after review and approval by City. Each Change
Order shall be specific and final as to prices and extensions of time, with no reservations
or other provisions allowing for future additional money or time as a result of the
particular changes identified and fully compensated in the Change Order. Architect's
compensation for preparation of Change Orders, if any, shall be determined by Section
2.09(1) below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and
final completion, shall receive written guarantees and related documents assembled by
Contractor for submittal with the final Certificate of Payment, and shall prepare and
present final Certificate for Payment to Director for City's approval and payment. In
addition, Architect shall make inspection of the Project at least thirty (30) days before the
expiration of the one (1) year warranty contained in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(18) Architect shall have authority to order minor changes in the construction work, consistent
with the Contract Documents, and not involving an adjustment in the Contractor's bid
price or an extension of the Project Schedule. Such changes shall be accomplished by
Field Order. In addition, Architect may issue written Field Orders which interpret the
Plans and Specifications, with copies submitted to City's Director.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and
final location of mechanical and electrical service lines and outlets, based upon marked -
up prints of drawings and other data furnished by the Contractor to Architect. Architect
shall provide Record Construction Specifications which will identify the changes in the
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specifications on a sheet, which sheet will be inserted at the beginning of each section to
which they pertain.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1)
consent of surety or sureties, if any, of reduction in or partial release of retainage or the
making of final payment; and (2) affidavits, receipts, releases and waivers of liens or
bonds indemnifying Owner against liens.
2.07 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion of the prime
general contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project.
Architect shall then prepare a list of work which needs to be done by each prime contractor to satisfy that
prime contractor's warranty obligations to City. For any non -warranty involvement of Architect,
payments shall be made based upon the Hourly Rate Schedule contained in this Agreement.
2.08 Project Representation Beyond Basic Services. In the event that circumstances should develop
whereby continuous, full-time representation at the Project site is required, the conditions under which
such representation shall be furnished and the Project Representatives selected, employed and directed
shall be governed by an additional written Supplemental Agreement between City and Architect.
2.09 Additional Services. Architect shall perform Additional Services, as requested by City, after a
not -to -exceed amount has been mutually agreed upon in writing by Director and Architect. Where City
Council or City Manager authorization is required, Architect shall not proceed until the appropriate
Resolution or directive for such Additional Services has been delivered. The following services are not
covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional
Services are authorized in writing by Director in advance of their performance, they shall be paid for in
the manner agreed to at the time of authorization.
(1)
Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City. If
changes are required to be made because of error, oversight, clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as may be required
in connection with the replacement of such work, unless damage was the result of
Architect's error.
(3)
Providing other extraordinary professional services over and above the contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast-track" the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
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3.02 Designate representatives. City shall designate, when necessary, representatives authorized to
act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining
thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Survey. City shall furnish, or direct Architect to obtain at City'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.
3.04 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.
3.05 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 in the Specifications for the
Project.
3.06 Miscellaneous items. City will also provide Architect 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
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this
Project has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also
include in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the
lowest responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project, or
Architect's latest detailed estimate of Probable Construction Cost is still less than the fixed limit of
total Budgeted Construction Cost for the Project, City shall pay Architect fees for Basic Services in
accordance with this Agreement.
4.02 Procedures if bid(s) exceed Budgeted Construction Costs. If the lowest responsible bid
exceeds its portion of the fixed limit of total Budgeted Construction Cost for the Project, and as a result
thereof, or otherwise, the latest estimate of Probable Construction Cost exceeds such fixed limit of total
Budgeted Construction Cost for the Project, City at its option may either (1) give written approval of an
increase in such fixed limit, with no obligation to increase Architect's fee, or (2) authorize rebidding
within a reasonable time, or (3) cooperate in revising the Project scope and quality as required to reduce
the Probable Construction Cost. In the case of (3), Architect, without additional charge, shall immediately
modify the Drawings and Specifications as necessary to bring the Project cost within the budgeted fixed
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limit, or within any higher fixed limit subsequently authorized by City. Providing this service shall be the
limit of Architect's responsibility in this regard, and having done so, Architect shall be entitled to his fees
in accordance with this Agreement.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures at actual costs made by Architects, their employees,
or their consultants in the interest of the Project for the incidental expenses set forth below. Such expenses
must be authorized in advance.
5.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the following
shall be reimbursable: reasonable transportation and living expenses of principals and employees when
traveling in connection with the Project outside of Williamson County, Texas, essential long distance
calls and telegrams, fees paid for the securing of approval of authorities having jurisdiction over the
Project, postage, and reproduction of Drawings and Specifications, excluding copies for Architect's office
use and the required number of sets at each phase of the work for City's review.
5.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due
to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for
the City's use shall be reimbursable.
5.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the
Texas Department of Licensing and Regulation for review and approval of design or development
documents shall be reimbursable.
5.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the
Texas Natural Resource Conservation Commission for Water Pollution Abatement Plan and for Sewage
Collection Fee shall be reimbursable.
5.06 Special Consultants. If the employment of special consultants for specialized design services is
authorized by City, (for example, special lighting and landscape consultants, special soil mechanics
engineers, communications consultants, etc.), fees for other than normally required architectural,
structural, mechanical, electrical and civil engineering services and the Basic Services hereinbefore
defined, shall be reimbursable.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each phase, but not to exceed the following percentages of the
respective fees at the completion and approval of each phase of the work:
I. FEE APPORTIONMENT BY PHASE
(a) Schematic Design Phase
(b) Design Documents Phase
(b) Construction Document Phase
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$ 101,295.00
$ 202,590.00
$ 202,590.00
(c) Bidding and/or Negotiation Phase $ 33,765.00
(d) Construction Administration Phase $ 135,060.00
(e) Audio $ 15,000.00
(f) Furniture and Interiors $ 22,500.00
TOTAL SERVICES (not to exceed amount) $712,800.00
As to the Construction Administration Phase fee apportionment of $135,060.00, Architect shall
invoice for equal monthly payments based upon the contractually stipulated Construction Period.
6.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable
Expenses and Additional Services for Architect, as hereinbefore referred to and in an amount not to
exceed $45,000.00, shall be made following presentation, review and approval of Architect's detailed
invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
6.05 Abandonment. If any work designed or specified by Architect during any phase or subphase is
abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account
of it prior to receipt of written notice from City through its Director of such abandonment or suspension.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be in a form to be specified by Director. All payments to
Architect shall be made on the basis of the invoices submitted by Architect and approved by Director.
Such invoices shall conform to the schedule of services and costs in connection therewith set out
hereinabove. All Reimbursable Expenses shall be clearly shown. Should additional backup material be
requested by Director, Architect shall comply promptly with such request. In this regard, should Director
determine it necessary, Architect shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
6.07 Payment of Invoices. City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Architect and to adjust the same to meet the requirements of the
Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later
than the time period required under the Texas Prompt Payment Act; however, under no circumstances
shall Architect be entitled to receive interest on payments which are late because of a good faith dispute
between Architect and City or because of amounts which City has a right to withhold under this
Agreement or state law.
6.08 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against
any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due
arises pursuant to the 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.
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ARTICLE VII
ARCHITECT'S ACCOUNTING RECORDS
7.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining
to the Project, and records of accounts between City and Architect shall be kept on a generally recognized
accounting basis and shall be available to City or its authorized representatives at mutually convenient
times.
ARTICLE VIII
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that Director may cancel or indefinitely suspend further work hereunder or
terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days' written
notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor
being performed under this Agreement shall cease. Architect 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. All
plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall
become the property of City upon termination of this Agreement, and shall be promptly delivered to City
in a reasonably organized form without restriction on future use. Should City subsequently contract with a
new architect for continuation of services on the Project, Architect shall cooperate in providing
information.
8.02 Default. Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as determined by Director or which is not submitted in compliance with the terms of this
Agreement. City shall not be required to make any payments to Architect when Architect is in default
under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which
City may have if Architect is in default, including the right to bring legal action for damages or to force
specific performance of this Agreement.
ARTICLE IX
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for Construction", are
to be used by Architect without modification; however, City may, upon prior consultation, approve of any
changes that may be necessary for specific cases or instances. Any special conditions pertaining to the
Project that are approved by City will be included under the Special Conditions portion of the
Construction Documents.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute
arising hereunder shall be submitted to Director, whose decision in the matter shall be final and binding.
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ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a
release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other
documents and work; nor shall such approval be deemed to be an assumption of such responsibility by
City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other
documents prepared by Architect, his employees, subcontractors, agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and
expenses for personal injury (including death), property damage or other harm for which recovery of
damages is sought, suffered by any person or persons, that may arise out of or be occasioned by
Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or
omission of Architect, his officers, agents, associates, employees or subconsultants, in the performance of
this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability
resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in
the event of joint and concurrent negligence of both Architect and City, responsibility and indemnity, if
any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without,
however, waiving any governmental immunity available to City under Texas law and without waiving
any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of
the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other
person or entity.
10.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and
indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or
Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this
Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily, regardless of whether
or not City is proven to have actively induced or contributed to the infringement. Architect will pay any
and all resulting costs, damages and attorney's fees finally awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
(a) If Architect defends City against such claims, the City Attorney of City shall be
kept informed of settlement negotiations, and shall execute any settlement
agreement reached by Architect on City's behalf.
(b) Architect's defense and indemnification under this section is conditioned on
City's agreement that if any of the designs, plans or specifications, become, or in
Architect's opinion are likely to become, the subject of such a claim, City will
permit Architect, at Architect's option and expense, either to procure the right for
City to continue using the designs, plans or specifications or to replace or modify
the same so that they become non -infringing; and if neither of the foregoing
alternatives is available on terms which are reasonable in Architect's judgment,
City, to the extent City is legally able to do so, will cease using the designs, plans
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or specifications on written request of Architect, in which instance City has the
sole option to either require Architect to perform new design work at Architect's
sole expense, or to terminate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based
upon the modification or alteration of the designs, plans or specifications
prepared under this Agreement subsequent to the Project by City, or by any
engineering consultant subsequently employed by City.
(d) The foregoing states the entire obligation of Architect with respect to
infringement of patents and copyrights.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Agreement the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable
to City.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to maintain
during the term of the Contract, at the subconsultant's own expense, the same stipulated minimum
insurance required in Section 10.04 above, including the required provisions and additional policy
conditions as shown below in Section 10.06, unless specifically waived by the City Manager. As an
alternative, Architect may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Architect's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds and that the Architect agrees to provide Workers'
Compensation coverage for the subconsultants and their employees.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in order
to assure compliance with the insurance requirements. Architect must retain the certificates of insurance
for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. City shall be entitled, upon request and without expense, to
receive copies of these certificates of insurance.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, 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.
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(3)
The Term "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City of
Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's Self -Insured Retentions of
whatever nature.
10.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by
Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum
coverage in force to be filed with the City.
ARTICLE XI
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
11.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall
comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round
Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and
National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in
the performance of the professional services contracted for herein.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services
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 XII
TERM
12.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended
by mutual agreement approved by City's Director, the term of this Agreement shall be from the date
hereof until final completion of the Project and all architectural/engineering and construction
administration services in connection therewith, including the final one (1) year warranty inspection, and
resolution of any outstanding Project -related claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is
of critical importance, and agrees to undertake all necessary efforts to expedite the performance of
services required herein, so that construction of the Project will be commenced as scheduled. In this
regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and
timely accomplish all services required under this Agreement in the highest professional manner.
ARTICLE XIII
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
13.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers,
employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the
purchase or sale of any product, materials or equipment that will be recommended or required for the
construction of the Project.
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13.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall not be
disclosed to any third parties without the prior written consent and approval of City's Director.
ARTICLE XIV
GENERAL PROVISIONS
14.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any
failure of Architect to complete the services for each phase of this Agreement within the agreed Project
Performance Schedule will constitute a material breach of this Agreement. Architect shall be fully
responsible for its delays or for failures to use his best efforts in accordance with the terms of this
Contract. Where damage is caused to City due to Architect's failure to perform in these circumstances,
City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any
of City's additional legal rights or remedies.
14.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is
prevented from performing any of its obligations hereunder by reasons for which it is not responsible or
circumstances beyond its control. However, notice of such impediment or delay in performance must be
timely given, and all reasonable efforts undertaken to mitigate its effects.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet
or transfer any interest in this Agreement without prior written authorization of City's Director.
14.04 Amendments. This Agreement, representing the entire agreement between the parties, may only
be amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson
County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or
all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas.
This Contract shall be governed by and construed in accordance with the laws and court decisions of the
State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as
follows:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
and to:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, Texas 78644
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
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Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton Hooker Architects
Don Greer, AIA, Vice President and Principal
5113 Southwest Parkway, Suite 260
Austin, Texas 78735
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its
corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No.
V,'0 -044-0V i approved by the City Council on 3j. ! 2DZ)gj , and
Pfluger Wiginton Hooker, PLLC dba Pfluger Wiginton Hooker Architects,'oigning by and through its
duly authorized representative, thereby binding the parties hereto, their successors, assigns and
representatives for the faithful and full performance of the terms and provisions of this Contract.
CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
ATTEST:
By: ZTAM•
Sara L.White, City Secretary
FOR CITY, P ROVED AS T I FORM:
By:
JJ
L
Stephan . Sheets, City Attorney
PFLUGER WIGINTON HOOKER, PLLC
dba PFLUGER WIGINTON HOOKER ARCHITECTS
By:
Dor, AIA
Vice President and Principal
THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS
78711-2337 OR 333 GUADALUPE, SUITE 2-350, AUSTIN, TEXAS 78701-3942, TELEPHONE (512)
305-9000, HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS'
REGISTRATION LAW, TEXAS CIVIL STATUTES, ARTICLE 249a.
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