R-09-08-13-10B1 - 8/13/2009RESOLUTION NO. R -09-08-13-10B1
WHEREAS, the City of Round Rock desires to retain professional
architectural/engineering services for the design of the Intermodal
Transit and Parking Facility, and
WHEREAS, Barnes, Gromatzky, Kosarek 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 Barnes, Gromatzky,
Kosarek 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 Barnes, Gromatzky,
Kosarek Architects for the design of the Intermodal Transit and
Parking Facility, 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.
0:\wdox\SCC1nts\0112\0905\MUNICIPAL\R90813131.DOC/rmc
MOLVEI)this 13th day of August, 2009.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
City of Round Rock Agreement
for Architectural/Engineering Design Services for
City of Round Rock Downtown Intermodal Transit and Parking Facility
with Barnes Gromatzky Kosarek Architects (BGK)
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
(/n words, indicate day, month and year.)
BETWEEN the Architect/Consultant's client identified as the City or the Owner:
(Name, address and other information.)
City of Round Rock
221 East Main Street
Round Rock, Williamson and Travis Counties, Texas 78664
and the Architect/Consultant:
(Name, address and other information.)
Barnes Gromatzky Kosarek Architects (BGK)
1508 West 5th Street, Suite 200
Austin, Texas 78703
For the following Project:
(Include detailed description of Project.)
in the year Two Thousand Nine.
Downtown Intermodal Transit and Parking Facility Project is to be new construction of an approximately 2852 sf transit
facility with four adjoining covered bus spaces and bus drive-through lane, with said facility to be located in downtown Round
Rock between Main Street and Bagdad Avenue adjacent to Brown Street. The Project will additionally include a parking facility
for approximately 192 parking spaces and additional structured parking within the future retail shell space. The Project will be
designed to accommodate the future retail space of approximately 25,528 sf as well as an approximately 7,069 sf office/retail
shell and an additional 192 parking spaces.
Professional services for this Project shall include but not be limited to Programming and Design, Construction Documents,
Bidding and Negotiation, and certain Construction Administration services.
Owner and Architect/Consultant agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
Architect/Consultant shall furnish the delineated services, including but not limited to meeting with Owner representatives
and others designated by Owner to determine needs and req_uirements; rendering professional consultation and advice;
furnishing all necessary design and certain contract administration services for the referenced Project; and providing other
specialized services.
00168091/jkg
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a
requirement of federal law to comply with ADA if the construction budget exceeds $50,000.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identii51 or describe, if appropriate, proposed use or goals.)
The referenced Project consists of professional planning, design, and construction administration services related to the
following:
Downtown Intermodal Transit and Parking Facility Project is to be new construction of an approximately 2852 sf
transit facility with four adjoining covered bus spaces and bus drive-through lane, with said facility to be located in
downtown Round Rock between Main Street and Bagdad Avenue adjacent to Brown Street. The Project will additionally
include a parking facility for approximately 192 parking spaces and additional structured parking within the future retail
shell space. The Project will be designed to accommodate the future retail space of approximately 25,528 sf as well as an
approximately 7,069 sf office/retail shell and an additional 192 parking spaces. The parties agree that Owner may reduce
Project scope to meet budget constraints.
Professional services for this Project shall include but not be limited to Programming and Design, Construction Documents,
Bidding and Negotiation, and certain Construction Administration services.
1.1.2.2 The physical parameters are:
The Project is to be located on property in downtown Round Rock, Texas between Main Street and Bagdad Avenue adjacent
to Brown Street.
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. The following architectural/engineering services shall be provided
by Architect/Consultant:
• Conceptual Sketches for Owner Presentations
• Sketch Study Presentation - Elevations, Pedestrian Scale Studies and Massing Studies with Adjacent
Buildings
• Architectural Design
• Construction Documents
• Boundary and Topographic Survey
• Geotechnical Report
• Civil Engineering
• Structural Engineering
• Parking Planning
• MEP Engineering
• Cost Estimating (2 estimates)
• ADA Review
• Specifications
• Landscape Design
• Signage Design
• Demolition Drawings
• Contract Administration
• Pay Request Review
• Preliminary Plan for Future Phased Expansion
• Assist Owner with Bidding/Negotiations
2
• Limited Construction Administration Services from the AE team. Consultant site visits will be on an as -
needed basis. Attendance of consultants for Project team meetings during Construction Administration will
be limited and on an as -needed basis. Architect/Consultant's site review and Project meetings will be
limited. Architect/Consultant's proposal is based upon providing eleven (11) personnel hours per week
during the Construction Phase for a total of 572 hours over a 52-week construction period. The parties agree
that, should additional hours be required of Architect/Consultant through no fault of Architect/Consultant,
then and in that event Owner and Architect/Consultant will negotiate as additional services.
Owner Services:
The following services shall be provided by Owner:
• Asbestos Abatement
• Traffic Impact Analysis (if required)
• Community Outreach Meetings and Presentations
• LEED or Green Building Initiatives (Architect/Consultant to design for best practice)
• Data/Telecom and Audio -Visual Design including wiring, terminations, equipment and testing (conduit
infrastructure by Architect/Consultant)
• Utility Survey
• Tree Survey
• Drawings of Adjacent Properties/Project for use by Architect/Consultant and other consultants
• TCEQ Sewage Collection System Submittal (Project assumed to consist of one building)
• Floodplain Studies (if required)
• Geological Assessments/TCE0 Edwards Aquifer Recharge Zone / WPAP
• Storm Water Pollution Prevention Plan (by General Contractor or CMAR)
• City Trailblazer Signage (ROW wayfinding signage)
• Signage Branding Identity Guidelines and Electronic Files
• Printing and Reproduction of Bid Documents and Contractor Document Sets (not included within $4,000
reimbursable expenses allowance)
• Security Consulting (if required)
• Acoustical Consulting (if required)
• Environmental Studies
• Furniture and Equipment Packages (if required)
• Zoning and Variances (if required)
• Offsite Utility Infrastructure Engineering and Design
• Reimbursable of travel, postage, delivery fees, long distance telephone expense, printing in association with
Owner milestone submittals, special presentation material
• Electronic As-Builts (by GC/CMAR if required)
• Governmental Fees for applications, approvals and permits
• Construction Phase Materials Testing
SCHEDULE
Proposed schedule for the Project is as follows:
Programming and Design
Construction Documents
Bidding and Negotiation
Construction Administration
Total Duration
3
8 weeks
10 weeks
8 weeks
52 weeks
78 weeks
Architect/Consultant will maintain project schedule in a format acceptable to Owner throughout the duration of the Project.
It is understood that Owner desires Project to be substantially complete no later than February 4, 2011.
1.1.2.4 The legal parameters are:
Not applicable.
1.1.2.5 The financial parameters are as follows:
1. Amount of the Owner's overall budget for the Project, including the Architect/Consultant's compensation, is:
Budget for the Intermodal Transit and Parking Facility is planned to be approximately $3,506,210. Such budget includes
but is not limited to A/E fees and construction. A portion of the budget will be funded with federal funds. The parties agree
that Owner may reduce Project scope to meet budget constraints.
The Project is to be located in the southwest area of downtown Round Rock, Texas. The Project is envisioned to be
completed in two phases. While this Scope of Work is for completion of Phase 1, it will also include conceptual planning
and structural allowances for a future Phase 2 of construction. Phase 1 of construction will consist of two parking levels
with approximately 96 parking spaces per level. The Phase 1 transit facility will accommodate specific short-term and long-
term transit needs within the community. In addition to the transit facility, the Phase 1 facility will be designed to support
future retail/commercial and office/residential shell space and additional parking spaces for both Park & Ride users and the
general public. The facility will be multi-level and ADA accessible. Initially, the facility will include a transit facility,
covered bus lanes and structured parking on the ground floor with one or two levels of parking above. It is anticipated that
there will be approximately 96 parking spaces per level and approximately 3,500 square feet of office/residential shell space
per level in Phase 2 and that the structured parking at level one will be converted to retail shell space. The ground floor will
have a minimum of twelve feet clear ceiling height and each floor will have a minimum of eight feet clear ceiling height.
The scope of the Project may be expanded to include Phase 2 construction.
Professional services for this Project shall include but not be limited to Programming and Design, Construction Documents,
Bidding and Negotiation, and certain Construction Administration services.
2. The Fee Schedule relative to this Agreement is as follows:
A. Basic Professional Programming and Design Services
In consideration for the professional services to be performed by Architect/Consultant, City agrees to pay
Architect/Consultant a total sum not to exceed Six Hundred Six Thousand Two Hundred Ten and No/100 Dollars
($606,210.00). Said sum is a fixed not -to -exceed amount, and shall be paid for services as delineated herein.
Professional Service Fees for Architect/Consultant shall be based on Architect/Consultant's standard hourly
billing rate attached hereto as Exhibit "A" and incorporated herein by reference for all purposes.
Programming and Design
Construction Documents
Bidding and Negotiation
Construction Administration
SUBTOTAL
Professional Service Fees for Other Consulting Services:
Parking Consultant: Parking Planners
Structural Engineering: Jose I. Guerra, Inc.
MEP Engineering: Jose I. Guerra, Inc.
Civil Engineering: Fisher Hagood
Landscape Architecture: BWM Group
Signage/Wayfinding: Janke Design
Cost Estimating: Project Cost Resources
Accessibility Check: Lone Star Access
Site Survey: Baker Aiklen
Geotechnical: Kleinfelter
4
$ 98,000.00
$194,650.00
$ 19,440.00
$ 78,000.00
$390,090.00
$ 13,300.00
$ 74,560.00
$ 28,100.00
$ 29,000.00
$ 8,950.00
$ 25,665.00
$ 6,935.00
$ 1,325.00
$ 7,475.00
$ 9,300.00
Code Review/Life Safety: APS
Specifications: Interspec
SUBTOTAL
$ 2,000.00
$ 5,510.00
$212,120.00
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses, including administrative charges and out-of-pocket expenses, shall not exceed
the maximum sum of Four Thousand and No/100 Dollars ($4,000.00). City shall pay Architect/Consultant for
reimbursable expenses, as appropriately invoiced and documented, at actual cost. Allowable reimbursable
expenses within the not -to -exceed amount may include the following:
Printing in association with Owner -required milestone submittals;
Postage, shipping, mailing and delivery expenses;
Out-of-town travel, lodging, meals associated with the Project; and
Long distance telephone and teleconference expenses.
SUBTOTAL $ 4,000.00
GRAND TOTAL: $606,210.00 (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/Consultant's total compensation for services and
reimbursables hereunder shall not exceed $606,210.00. Such amount represents the absolute limit of City's liability to
Architect/Consultant unless same shall be changed by additional Supplemental Agreement, and City shall pay, strictly
within the confines of the not -to -exceed sums recited herein. Architect/Consultant's professional fees and reimbursable
expenses for work done on behalf of City. No deductions shall be made for Architect/Consultant's compensation on
account of penalty, liquidated damages or other sums withheld from payments to Architect/Consultant. No additions shall
be made to Architect/Consultant's compensation based on Project claims, whether paid by City or denied.
Additional Services: Additional services are defined as any services not listed as a basic service including revisions to
previously -approved plans that necessitate additional work for Architect/Consultant, substantive changes in Project scope,
or additional work necessitated by unknown or reasonably unforeseen circumstances. The parties expressly agree that such
additional services would be performed under a supplemental agreement negotiated at a time subsequent to this Agreement.
• Sustainable Design Services for Certification
• Floodplain Impact Determination
• Fast Track/Multiple Packaging
• Community Process
• Zoning and Variance
• Security Consulting
• Environmental Consulting/Engineering/Abatement
• Off-site Utility Infrastructure Engineering
• Furniture and Equipment Packages
• Traffic Planning/Engineering
• Full -Time On -Site Representation
• Models/Special Presentation Materials
• As -Built Documents (Architect/Consultant will specify that Contractor must provide)
Additional Consultants:
• Sustainability
• Interior Design
• Telecommunications
• Audio -Visual
• Acoustics
• Security
• Environmental
5
1.1.2.6 The time parameters are:
(Identlfr, [appropriate, milestone dates, durations or fast track scheduling.)
Services hereunder shall commence immediately upon receipt by Architect/Consultant of this executed Agreement.
Completion shall be not later than seventy-eight (78) weeks from date of execution of this Agreement. Other time
parameters or adjustments to time parameters may be determined at a later date by mutual agreement of the parties hereto.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identtfr 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:
(Identifii special characteristics or needs of the Project such as energy, environmental or historic preservation requirements)
Unknown at this time
1.13 PROJECT TEAM
1.13.1 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
David Bartels
Planning and Programs Administrator
City of Round Rock
2008 Enterprise Drive
Round Rock, Texas 78664
Telephone: 512-671-2760
Facsimile: 512-218-5563
Email Address: dbartels@round-rock.tx.us
1.13.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the
Architect/Consultant's submittals to the Owner are:
(List name, address and other information)
Not designated at this time.
1.1.33 The Owner's consultants and contractors are:
(List discipline and, if known, identib them by name and address.)
The parties expressly agree that the following constitute the "Design Team," which team shall be the firms and individuals
personally performing the duties delineated herein.
Architects: Barnes Gromatzky Kosarek Architects
MEP Engineering: Jose I. Guerra, Inc.
Structural Engineering: Jose I. Guerra, Inc.
Civil Engineering: Fisher Hagood
Landscape Architecture: BWM Group
Cost Estimating: Project Cost Resources
Parking Consultant: Parking Planners
Code Review/Life Safety: APS
Accessibility Check: Lone Star Access
Signage/Wayfinding: Janke Design
6
Specifications: Interspec
Site Survey: Baker Aiklen
Geotechnical: Kleinfelter
1.1.3.4 The Architect/Consultant's Designated Representative is:
(List name, address and other information)
Arturo Arredondo, III, AIA
Barnes Gromatsky Kosarek Architects, Inc.
1508 West 5th Street, Suite 200
Austin, Texas 78703
1.13.5 The consultants retained at the Architect/Consultant's expense are:
(List discipline and, if known, ident051 them by name and address)
See Paragraph 1.1.3.3 herein.
Upon execution of this Agreement, Architect/Consultant agrees that it will submit to City within ten (10) days a list of all
additional consultants it intends to utilize, not previously identified in Architect/Consultant's proposal, delineating their
respective tasks. All of Architect/Consultant's consultants shall be subject to the approval of City, and City reserves the
right to reject any consultant.
1.1.4 Other important initial information is:
Not applicable.
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the
Contract for Construction shall be the edition of AIA Document A201
as modified between Owner and Contractor. Duties, responsibilities and limitations of authority of Architect/Consultant
shall not be restricted, modified or extended without written agreement of Owner and Architect/Consultant with consent of
Contractor, which consent shall not be unreasonably withheld. Architect/Consultant consents to the modifications of AIA
Document A201, General Conditions of the Contract for Construction, between Owner and Contractor.
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect/Consultant
in determining the Architect/Consultant's compensation.
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this
contract must be duly authorized by appropriate City Council or City Manager action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 Owner and Architect/Consultant shall fully cooperate with one another to fulfill all of their respective obligations
required under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working
relationships among all members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. Owner shall furnish to the Architect/Consultant, within 15 days
after receipt of a written request, information necessary and relevant for the Architect/Consultant to evaluate, give notice of
or enforce lien rights.
7
Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the
Work, Owner's other costs, and reasonable contingencies related to all costs.
1.2.2.3 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the Architect/Consultant in order to avoid unreasonable delay in the orderly and
sequential progress of Architect/Consultant's services.
1.2.2.4 Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect/Consultant to furnish them as a Change in Services when such services are requested by Architect/Consultant and
are reasonably required by the scope of the Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing, Owner shall furnish or pay for tests,
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests
for air and water pollution, and tests for hazardous materials.
1.2.2.6 Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet Owner's needs and interests.
1.2.2.7 The Owner Each party shall provide prompt written notice to the Architect other if the -Owner either becomes
aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect/Consultant's
Instruments of Service.
1.2.2.8 Owner shall furnish, or direct Architect/Consultant to obtain at Owner's expense, a certified survey of the site
giving, as required, grades and lines of streets, alleys, pavements and adioining property; rights-of-way, restrictions,
easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or
adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public
and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil
conditions.
1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the
responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are
not to be included by Architect/Consultant in the specifications for the Project. However, Owner agrees to reimburse
Architect/Consultant the actual costs of review fees associated with Texas Building Accessibility reviews.
1.2.2.10 Owner will provide Architect/Consultant with miscellaneous items such as the Project Facility Program, two (2)
copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders,
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 aivarding of the
construction contract. To the extent practicable, these documents shall be utilized in the preparation of the construction
documents.
1.2.2.11 Owner will provide timely review and response to inquiries in order to maintain an orderly progression.
1.2.2.12 Owner will furnish relevant design standards and Owner -furnished equipment specifications.
1.2.2.12 Owner will make notifications to identified stakeholders for public information workshops, make arrangements
for meeting space, and bear costs for same. Architect/Consultant will provide applicable exhibits and materials, except that
reproduction and equipment rental shall be deemed reimbursable expenses.
1.2.3 ARCHITECT/CONSULTANT
1.2.3.1 The services performed by Architect/Consultant, Architect/Consultant's employees and Architect/Consultant's
consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying
documents, in supplemental documents, and in related documents.
1.2.3.2 Architect/Consultant's services shall be performed as expeditiously as is consistent with professional skill and care
and the orderly progress of the Project. Architect/Consultant shall submit for Owner's approval a schedule for the
performance of Architect/Consultant's services which initially shall be consistent with the time periods established in
8
Subparagraph 1.1.2.6 and which shall may be adjusted, if necessary and approved by Owner, as the Project proceeds. This
schedule shall include allowances for periods of time required for Owner's review, for the performance of Owner's
consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by
this schedule approved by Owner shall not, except for reasonable cause, be exceeded by Architect/Consultant or Owner.
1.233 Architect/Consultant's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on
Architect/Consultant's behalf with respect to the Project.
1.23.4 Architect/Consultant shall maintain the confidentiality of information specifically designated as confidential by
Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or
prevent Architect/Consultant from establishing a claim or defense in an adjudicatory proceeding. Architect/Consultant shall
require of Architect/Consultant'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/Consultant shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise Architect/Consultant's professional
judgment with respect to this Project.
1.2.3.6 Architect/Consultant shall review laws, codes, and regulations applicable to Architect/Consultant's services.
Architect/Consultant shall respond in the design of the Project to requirements imposed by governmental authorities having
jurisdiction over the Project.
1.2.3.7 Architect/Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and
information furnished by Owner. The Architect Each party shall provide prompt written notice to the Owl& other if the
Architect either becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 13 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to
Owner of all elements of the Project designed or specified by Architect/Consultant.
1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by
Owner and equipment designed, specified, selected or specially provided for by Architect/Consultant, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, a
reasenable-allewanee4er-theif for Contractor's overhead and profit.
-
1.3.13 The Cost of the Work does not include the compensation of Architect/Consultant and Architect/Consultant's
consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of Owner.
13.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by
Architect/Consultant's and Architect/Consultant's consultants are Instruments of Service for use solely with respect to this
Project.
All
Architect/Consultant's designs and work product under this Agreement, including but not limited to Tracings, Drawings,
Estimates, Specifications, Investigations, Studies and other documents, shall be the property of Owner, to be used as Owner
desires for the construction, maintenance and remodeling of the Project for which they were intended; by execution of this
Agreement and in confirmation of the fee for services to be paid under this Agreement, Architect/Consultant hereby
conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright
statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the
Project designs and work product developed under this Agreement. Copies may be retained by Architect/Consultant.
Architect/Consultant shall be liable to Owner for any loss or damage to any such documents while they are in the possession
of or while being worked upon by Architect/Consultant or anyone connected with Architect/Consultant, including agents,
employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by
Architect/Consultant without cost to Owner.
9
1.3.2.2 Upon execution of this Agreement, Architect grants to Owner nonexclusive -license permission to reproduce the
Architect/Consultant's Instruments of Service solely for purposes of constructing, using and maintaining the Project,
provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this
Agreement. Architect/Consultant shall obtain similar nenexelusive—licenses permission from Architect/Consultant's
consultants consistent with this Agreement.
possession -of -control, If and upon the date Architect/Consultant is adjudged in default of this Agreement, the foregoing
Owner is permitted to
authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes,
corrections or additions to the Instruments of Service solely for the purposes of completing, using and maintaining the
Project.
. 2-2 •2•t
1.3.2.3
2
iniplied-uncler-this-AgFeentent Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
permission granted herein to another party without the prior written agreement of Architect/Consultant. However, Owner
shall be permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to
reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by
Submission or distribution of Instruments of Service to meet official regulatory
requirements or for similar purposes in connection with the Project is permitted.
Any unauthorized use of the Instruments of Service shall be at
Owner's sole risk and without liability to Architect/Consultant and Architect/Consultant's consultants.
1.3.2.4 Prior to Architect/Consultant providing to Owner any Instruments of Service in electronic form or Owner
providing to Architect/Consultant any electronic data for incorporation into the Instruments of Service, Owner and
Architect/Consultant shall by separate written agreement set forth the specific conditions governing the format of such
Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this
Agreement.
1.3.2.5 All plans and drawings will be prepared and submitted by Architect/Consultant to Owner for approval on a
minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil
and clearly legible when the sheets are reproduced and reduced to half size.
1.3.2.6 Upon completion of the construction of the Project, Architect/Consultant shall, within thirty (30) calendar days
following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described
supplementally herein. In addition, Architect/Consultant shall submit originals of all documents listed under Section 1.3.2.1
modified to actual as -built conditions as provided by the General Contractor.
1.3.2.7 Architect/Consultant shall have no liability for changes made to the drawings. Any such change shall be sealed by
the architect making that change and shall be appropriately marked to reflect what was changed or modified. Owner agrees
to indemnify, defend and hold harmless Architect for any claims, damages, suits and loss of every kind and nature for the
unauthorized re -use of Architect's Instruments of Service.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of Architect/Consultant, including services required of Architect/Consultant's consultants,
may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing,
- - .
It
is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this
contract must be duly authorized by appropriate City Council or City Manager action. It is expressly agreed by the parties
10
that, as to services hereunder, the total sum of $606,210.00 including authorized reimbursable expenses shall represent the
absolute limit of Owner's liability to Architect/Consultant unless same shall be changed by Supplemental Agreement hereto.
trudgeter--pr-esuFenient—methedi
1.3.4 MEDIATION
: : . t.'1: •
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediationt• . If such
matter relates to or is the subject of a lien arising out of Architect/Consultant's services, Architect/Consultant may proceed
in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by
mediation er-by-ar-bitration
t": t•
. -
1.3.4.2 Owner and Architect/Consultant shall endeavor to resolve claims, disputes and other matters in question between
them by mediation
Z. L"
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
t
11
thereof.
1.3.5.1 Owner and Architect/Consultant hereby expressly agree that no claims or disputes between Owner and
Architect/Consultant arising out of or relating to the contract documents or a breach thereof shall be decided by any
arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-
14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding
related to the Project, Architect/Consultant consents to be joined in the arbitration proceeding if Architect/Consultant's
presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 Architect/Consultant and Owner waive consequential damages for claims, disputes or other matters in question
arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential
damages due to either party's termination in accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the
pr-e*ided-i.n-Pafagraph-1,44 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General
Conditions of the Contract for Construction, current as of the date of this Agreement as modified between Owner and
Contractor.
. •
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate
for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations
commence to run any later than the date when the Architect/Consultant's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and Architect/Consultant
waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages,
except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201,
General Conditions of the Contract for Construction, as modified between Owner
and Contractor. Owner or Architect/Consultant, as appropriate, shall require of the contractors, consultants, agents and
employees of any of them similar waivers in favor of the other parties enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either Owner or Architect/Consultant.
1.3.7.6 Unless otherwise provided in this Agreement, Architect and Architect/Consultant's consultants shall have no
responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to ha7ardous materials or
toxic substances in any form at the Project site.
1.3.7.7 Architect/Consultant shall have the right to include photographic or artistic representations of the design of the
Project among Architect/Consultant's promotional and professional materials. Architect/Consultant shall be given reasonable
access to the completed Project to make such representations. However, Architect/Consultant's materials shall not include
Owner's confidential or proprietary information if Owner has previously advised Architect/Consultant in writing of the
specific information considered by Owner to be confidential or proprietary. Owner shall provide professional credit for
Architect/Consultant in Owner's promotional materials for the Project.
12
1.3.7.8 If Owner requests Architect/Consultant to execute certificates, the proposed language of such certificates shall be
submitted to Architect/Consultant for review at least 14 days prior to the requested dates of execution. Architect/Consultant
shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of
this Agreement.
1.3.7.9 Owner and Architect/Consultant, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement. Neither Owner nor Architect/Consultant shall assign this
Agreement without the written consent of the other, except that Owner may assign this Agreement to an institutional lender
providing financing for the Project. In such event, the lender shall assume Owner's rights and obligations under this
Agreement. Architect/Consultant shall execute all consents reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If Owner fails to make payments to Architect/Consultant in accordance substantial compliance with this
Agreement, such failure shall may be considered substantial nonperformance and
Architect' option, cause for suspension of performance of services under this Agreement. If Architect/Consultant elects to
suspend services, prior to suspension of services, Architect/Consultant shall give sewn fifteen (15) days' written notice to
Owner. In the event of a suspension of services, Architect/Consultant shall have no liability to Owner for delay or damage
caused Owner because of such suspension of services. Before resuming services, Architect/Consultant shall be paid all
non -disputed sums due prior to suspension
service. Architect/Consultant'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 are suspcnded for morc than 90 consecutive days, the
termination
a.
: • 11.1 • -
• : .
1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services
•
Subparagraph 1.3.8.7.
1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect/Consultant
that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the
convenience of Owner, upon fifteen (15) days' written notice to Architect/Consultant, with the understanding that
immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect/Consultant shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance
with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for
lost or anticipated profits. All plans, field surveys, maps cross sections and other data, designs and work related to the
Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner
in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect
for continuation of services on the Project. Architect/Consultant shall cooperate in providing information.
13
1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is
unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this
Agreement. Owner shall not be required to make any payments to Architect/Consultant when Architect/Consultant is in
default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may
have if Architect/Consultant is in default, including the right to bring legal action for damages or to force specific
performance of this Agreement.
1.3.9 PAYMENTS TO ARCHITECT
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of Architect/Consultant's statement of services. No deductions shall be made from Architect/Consultant's
compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on
account of the cost of changes in the Work other than those for which Architect/Consultant has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed $4,000.00, are in addition to compensation for
Architect/Consultant's services and include expenses incurred by Architect/Consultant and Architect/Consultant's
employees and consultants directly related to the Project, as identified in the following clauses:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
• ' '
.5 renderings, models and mock ups requested by Owner;
Architect' consultants;
.7 reimbursable expenses as designated in Paragraph 1.5.5.;
.8 other similar direct Project -related expenditures.
1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on
the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized
representative at mutually convenient times.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect/Consultant's personnel engaged on the
Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement
plans and similar contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between
Owner and Architect/Consultant and supersedes all prior negotiations, representations or agreements, either written or oral.
This Agreement may be amended only by written instrument signed by both Owner and Architect/Consultant. This
Agreement comprises the documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA
Document B141-1997. as herein amended.
follows
(List other documents, if any, delineating Architect's scope of services)
14
1.4.13 Other documents as follows:
(List other documents, if any, forming part of the Agreement.)
"Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard
Form of Architect's Services, AIA Document B141-1997.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of the
ADA/TAS to design and construct a facility for first occupancy later than January 26, 1993 that does not meet the
accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally
impractical to meet such requirements. Architect/Consultant will use its best professional efforts to interpret and meet
applicable ADA/TAS requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they
apply to the Project.
ARTICLE 1.5 COMPENSATION
1.5.1 For Architect/Consultant's services as described herein, compensation shall be computed as follows:
Architect/Consultant's total compensation for services hereunder shall not exceed the sum of $606,210.00 established herein,
including authorized reimbursable expenses, which sum for reimbursable expenses shall include the actual costs of such
items as are delineated in Paragraph 1.3.9.2 herein.
1.5.2 If the services of Architect/Consultant are changed as described in Subparagraph 1.3.3.1, Architect/Consultant's
compensation may be adjusted. Such adjustment shall be calculated as described below
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and
identify Principals and class6 employees, if required. Identify specific services to which particular methods of
compensation apply)
1.5.3 For a Change in Services of Architect/Consultant's consultants, compensation shall be computed as a multiple of
one (1. 00) times the amounts billed to Architect/Consultant for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5
as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by
Architect/Consultant, and Architect/Consultant's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows: None
1.5.6 The rates and multiples for services of Architect/Consultant and Architect/Consultant's consultants as set forth in
this Agreement shall be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. It shall be credited to Owner's account at final payment. Subsequent payments for
services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of Architect/Consultant's invoice, or not later than the
time period required under the Texas Prompt Payment Act, whichever is later. Non -disputed amounts unpaid sixty (60)
days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing
from time to time at the principal place of business of Architect/Consultant.
(Insert rate of interest agreed upon.)
One percent (1 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and
other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may
affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and
also regarding requirements such as written disclosures or waivers.)
15
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
FOR C T , APPROVE
' -
an
Step hee , C'ty Attorney
AS TO FORM:
ARCHITECT
BARNES ROMATZK K SAREK ARCHITECTS
By: t#I
N.1* Walk AIA, Principal
16
Barnes Gromatzky Kosarek Architects
January, 2008
Labor Rate Schedule
Position Classification Hourly Billing Rate
Principal $ 230.00
Project Manager $ 140.00
Project Architect I $ 125.00
Project Architect II $ 90.00
CADD Technician $ 75.00
Intern $ 70.00
Administrative $ 55.00
EXHIBIT
No Text
Round Rock Transit & Parking Facility
BGKA #0903
ESTIMATION OF ARCHITECTURAL LABOR REQUIREMENTS PER PHASE:
08/05/2009
Programming & Design
25% $
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 3 8 24 $5,520 2.48 people
Design Principal 16 8 128 $23,680 1.85 months
Project Manager 40 8 320 $44,800
Architect 0 8 0 $0
Intern Architect 40 8 320 $24,000
99 8 792 $98,000 $123.74 avg cost
Construction Documents 50% $
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 3 10 30 $6,900 4.45 people
Design Principal 15 10 150 $27,750 2.31 months
Project Manager 40 10 400 $56,000
Architect 40 10 400 $44,000
Intern Architect 40 10 400 $30,000
Intern Architect 40 10 400 $30,000
Intern Architect 0 10 0 $0
178 10 1,780 $194,650 $109.35 avg cost
Bid and Negotiation 5% $
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 4 8 32 $7,360 0.38 people
Project Manager 10 8 80 $11,200 1.85 months
Architect 1 8 8 $880
15 8 120 $19,440 $162.00 avg cost
Construction Administration: 20% $
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 1 52 52 $11,960 0.28 people
Project Manager 8 52 416 $58,240 12.00 months
Architect 0 52 0 $0
Intern Architect 2 52 104 $7,800
11 52 572 $78,000 $136.36 avg cost
Sub -Total for Basic Services BGKA
78 3,264 $390,090 18.00 months
Total Basic Services BGKA $390,090
BGK Architects Overhead Percentage 1.81%
BGK Architects Estimated Profit 12.00%
No Text
Project Budgeting Worksheet
Date: 08/05/2009
Project: Round Rock Intermodal Transit & Parking Facility
Project #:
Total Estimated Construction Cost: $ 2,900,000
Estimated Construction Cost for Building:
Estimated Construction Cost for Site & Utilities:
Estimated size in s.f. 0
Cost/s.f. #DIV/0!
Professional Service Fees: % of fee FEE DBE Firm
Architectural: 64.35% $ 390,090
Parking Specialty: Parking Planners 2.19% $ 13,300
Structural: Jose Guerra Engineers 12.30% $ 74,560 yes
MEP: Jose Guerra Engineers 4.64% $ 28,100 yes
Civil: Fisher Hagood 4.78% $ 29,000
Landscape: BWM Group 1.48% $ 8,950
Signage/ Wayfinding: Janke Design 4.23% $ 25,665 yes
Cost: Project Cost Resources 1.14% $ 6,935
Accessibility: Lonestar 0.22% $ 1,325
Survey: Baker Aiklen 1.23% $ 7,475
Geotechnical: Kleinfelter 1.53% $ 9,300
Code: APS 0.33% $ 2,000 yes
Specifications: Interspec 0.91% $ 5,510
Reimbursable Expense Allowance 0.66% $ 4,000
Total fees $ 606,210 21.50%
No Text
SCHEDULE &SUMMARY 1 19
PROJECT SCHEDULE / WORK PLAN
City of Round Rock, Texas
Barnes Gromatzky Kosarek Architects
Intermodal Transit and Parking Facility
2009 2011
July Aug Sept Oct Nov Dec Jan Feb Mar A.r Ma Jun Jul Au. Se•t Oct Nov Dec Jan Feb Mar A.r
Construction Contract Awarded Feb. 23
,
vir 100% Documents Dec 15 1
2 Mo Permitting/Approvals
FConstruction Documents
p Owner review
Issue Documents Dec 15
=
E
E -,3
6 CI-
O- .75,
.
CO
1 Pre -Bid Dec. 17 1
_
A
1 1 1 Design pricing vs. budget
8 Owner review
Owner approves SD
.1-
,-.
a
-:
c
Programming Interviews
D Program Complete
1 Mo. Design I
gip Owner review
F
ED Interview July 15-211
ED1Architect selection July 23
Authorization to becii
Programming
KIck-Off Aug 17
Data Collection
..,
_
1 Project initiation I
Ia. Team Interview
b. Consultant Selection
Ic. Owner Authorization to Begin
Program Verification
Ia. Initial Project Kick-off Meeting/ Discussions
b. Research & Data Collection
cd.. Programming g Intemrvp
lelewtes
I
1
IDesign
a. Owner Review
ib. Design Pricing vs. Budget Confirmation 1
Ic. Owner Review
d. Owner Authorizes Start of Design Dev.
IConstruetion Documents I
a. Owner Review
Ib. Plans Complete & Ready for Issue
P•mdtting/Approvals
I a: BuildingSite/Pierps Docs & Permit
b
1
IBidding
a. Documents Issued for Bid
1 b. Pre -Bid Conference 1
c. Construction Contract Awarded
^
o.
0
To
a. Construction Start
Ts
2
2
F
co
>:
No Text
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
This document is entitled Supplemental Agreement No. 1, and it supplements "City of
Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock
Downtown Intermodal Transit and Parking Facility with Barnes Gromatzky Kosarek Architects
(BGK)" for the following Project:
Downtown Intermodal Transit and Parking Facility Project is to be new construction of
an approximately 2852 sf transit facility with four adjoining covered bus spaces and bus
drive-through lane, with said facility to be located in downtown Round Rock between Main
Street and Bagdad Avenue adjacent to Brown Street. The Project will additionally include a
parking facility for approximately 192 parking spaces and additional structured parking
within the future retail shell space. The Project will be designed to accommodate the future
retail space of approximately 25,528 sf as well as an approximately 7,069 sf office/retail shell
and an additional 192 parking spaces. The parties agree that Owner may reduce Project
scope to meet budget constraints.
The Project is envisioned to be completed in two phases. While the Scope of Work in the
accompanying Agreement is for completion of Phase 1, it will also include conceptual
planning and structural allowances for a future Phase 2 of construction. Phase 1 of
construction will consist of two parking levels with approximately 96 parking spaces per
level. The Phase 1 transit facility will accommodate specific short-term and long-term transit
needs within the community. In addition to the transit facility, the Phase 1 facility will be
designed to support future retail/commercial and office/residential shell space and additional
parking spaces for both Park & Ride users and the general public. The facility will be multi-
level and ADA accessible. Initially, the facility will include a transit facility, covered bus
lanes and structured parking on the ground floor with one or two levels of parking above. It
is anticipated that there will be approximately 96 parking spaces per level and approximately
3,500 square feet of office/residential shell space per level in Phase 2 and that the structured
parking at level one will be converted to retail shell space. The ground floor will have a
minimum of twelve feet clear ceiling height and each floor will have a minimum of eight feet
clear ceiling height. The scope of the Project may be expanded to include Phase 2
construction.
Professional services for this Project shall include but not be limited to Programming and
Design, Construction Documents, Bidding and Negotiation, and certain Construction
Administration services.
00168441/jkg
Budget for the Intermodal Transit and Parking Facility is planned to be approximately
$3,506,210. Such budget includes but is not limited to A/E fees and construction. A portion
of the budget will be funded with federal funds. The parties agree that Owner may reduce
Project scope to meet budget constraints;
all as are more specifically identified and described in the accompanying "City of Round Rock
Agreement for Architectural/Engineering Design Services for City of Round Rock Downtown
Intermodal Transit and Parking Facility with Barnes Gromatzky Kosarek Architects (BGK)."
This Supplemental Agreement No. 1 is made and entered into as of the day of
, 2009, and is by and between the same parties, those being the CITY OF
ROUND ROCK, a home -rule municipality (hereinafter referred to as "City" and/or "Owner")
and BARNES GROMATZKY KOSAREK ARCHITECTS (BGK), with offices located at 1508
West 5th Street, Suite 200, Austin, Texas 78703 (hereinafter referred to as the
"Architect/Consultant").
WITNESSETH:
WHEREAS, City intends to design and construct the Project described in the
accompanying Agreement. Architect/Consultant's services are desired under this Supplemental
Agreement No. 1 for purposes as recited therein. Total compensation for Architect/Consultant's
services under this Supplemental Agreement No. 1 is as recited therein.
WHEREAS, City desires to contract with Architect/Consultant for provision of the
therein -described services in connection with the Project, all as previously and hereinafter
stipulated and within the limits the City has budgeted or will budget therefor; and
WHEREAS, Architect/Consultant has agreed to provide such professional services for
the compensation delineated therein;
NOW, THEREFORE, City and Architect/Consultant, in consideration of the terms and
conditions contained in the accompanying Agreement that this document supplements, and the
terms, covenants, and conditions contained herein, do hereby contract as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect/Consultant, as an independent contractor and professional consultant in
its relationship with City, shall perform all professional services for the Project as set forth in the
referenced documents.
1.02 Compensation. City shall compensate Architect/Consultant for the Scope of Services as
set forth in the accompanying Agreement, and shall compensate Architect/Consultant in
accordance with the fee schedule set forth in the accompanying Agreement.
Unless subsequently changed by additional Supplemental Agreement to this Agreement,
duly authorized by appropriate action of the City Manager or City Council,
Architect/Consultant's total compensation for services hereunder shall not exceed $606,210.00,
including Reimbursable Expenses up to $4,000.00. These amounts represent the absolute limit of
City's liability to Architect/Consultant unless changed by Supplemental Agreement hereto.
ARTICLE II
ARCHITECT/CONSULTANT'S SERVICES
2.01 Basic Services. Architect/Consultant's Basic Services consist generally of the phases
described below, and include complete planning, civil, architectural, design, structural,
mechanical/electrical/plumbing engineering services, 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/Consultant 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/Consultant's proposal,
delineating their respective tasks. All of Architect/Consultant'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/Consultant 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/Consultant and Director,
and Architect/Consultant 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/Consultant shall provide the following Schematic
Design Phase Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document
B141-1997.
2.03 Design Documents Phase. Architect/Consultant 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/Consultant 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,
3
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/Consultant 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/Consultant 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/Consultant 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/Consultant 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/Consultant 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/Consultant to include in the
Project Manual.
(2) Architect/Consultant 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.
Architect/Consultant shall file five (5) complete sets of proposed Construction
Documents with Director for review and official approval prior to the
advertisement of bids for the construction of the Project, and within the agreed
Performance Schedule following approval of the Design Documents. Following
approval, Architect/Consultant 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/Consultant shall also file with Director at said time,
the following items:
(3)
4
(a) Tracing of the Project Title Sheet, signed by Architect/Consultant, with
seal affixed. (This tracing shall be returned to Architect/Consultant 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/Consultant 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/Consultant as a
reimbursable expense.
2.05 Bidding and Negotiation Phase. Architect/Consultant 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/Consultant shall assist City in awarding a construction
contract following legal public bid requirements. Architect/Consultant 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/Consultant. During the
bid process, Architect/Consultant 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.
5
(4) Jointly conducting pre -award conferences where necessary.
Architect/Consultant'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/Consultant 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 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/Consultant shall provide
the following services:
(1)
Architect/Consultant shall provide administration of the Construction Contract as
set forth in the Construction Documents, specifically the General and
Supplementary General Conditions. Architect/Consultant's assigned authority
thereunder will not be substantially modified without Architect/Consultant's
written consent.
(2) Architect/Consultant 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/Consultant 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.
If deemed appropriate by Architect/Consultant, Architect/Consultant 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/Consultant 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/Consultant 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.
Architect/Consultant 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/Consultant's decisions on matters relating to
aesthetic effect will be final only if consistent with the intent expressed in the
Contract Documents.
(3)
(5)
6
(6) Architect/Consultant shall report to Owner all deviations from the Contract
Documents and most recent construction schedule submitted by the Contractor.
However, Architect/Consultant will not be responsible for the Contractor's failure
to perform work in accordance with requirements of the Contract Documents.
Architect/Consultant will be responsible for Architect/Consultant'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.
(7) Architect/Consultant 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/Consultant about matters arising out of or relating to the Contract
Documents. Communications by and with Architect/Consultant's subconsultants
will be through Architect/Consultant.
(9)
Architect/Consultant, 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/Consultant.
Architect/Consultant 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/Consultant 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/Consultant'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/Consultant
and submitted to City. Architect/Consultant shall employ all reasonable measures
to safeguard City against defects and deficiencies in the work of the Contractor.
Architect/Consultant 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/Consultant
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.
7
(11) Based on such observations at the site and on the Contractor's Application and
Certificate for Payment, Architect/Consultant 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/Consultant 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/Consultant'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/Consultant shall have authority to reject work which does not conform
to the Contract Documents. Whenever Architect/Consultant considers it necessary
or advisable, Architect/Consultant 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/Consultant nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect/Consultant to the Contractor, subcontractors, material and equipment
suppliers, their agents or employees or other persons or entities performing
portions of the work.
(13) Architect/Consultant 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/Consultant as may reasonably be required. In the event of litigation,
where Architect/Consultant is named as an additional party with the City, such
assistance will include the availability of knowledgeable witnesses in the employ
of Architect/Consultant for expert testimony.
(14) Architect/Consultant 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/Consultant 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/Consultant of submissions is of prime importance to
City and an absolute necessity under the time constraints of the Project.
(15) Architect/Consultant shall prepare Change Orders and/or Construction Change
Directives to the construction contract, in six (6) copies, after review and approval
8
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/Consultant's compensation for
preparation of Change Orders, if any, shall be determined by Section 2.09(1)
below.
(16) Architect/Consultant 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/Consultant 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/Consultant shall conduct regularly scheduled progress meetings with
City, the Contractor and major subcontractors. Minutes of same shall be prepared
by Architect/Consultant with copies submitted to City's Director.
(18) Architect/Consultant 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/Consultant may issue written Field Orders which interpret the Plans and
Specifications, with copies submitted to City's Director.
(19) Architect/Consultant 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/Consultant. Architect/Consultant shall
provide Record Construction Specifications which will identify the changes in the
specifications on a sheet, which sheet will be inserted at the beginning of each
section to which they pertain.
(20) Architect/Consultant 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/Consultant 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/Consultant 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/Consultant shall then prepare a list of
9
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/Consultant, 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/Consultant.
2.09 Additional Services. Architect/Consultant shall perform Additional Services, only as
requested by City, after a not -to -exceed amount has been mutually agreed upon in writing by
City and Architect/Consultant. Where City Council authorization is required,
Architect/Consultant shall not proceed until the appropriate document for such Additional
Services has been adopted. The following services are not covered under Article II, which
defines and outlines Consultant's Services. If any of these Additional Services are authorized in
writing by City in advance of their performance, they shall be paid for in the manner agreed to at
the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by City, unforeseen
circumstances due to hidden or unknown conditions, or codes/ordinances or other legal
requirements which may come into effect during the course of the Project. If changes
are required to be made because of error, oversight, clarification, discrepancy, or budget
overruns in the work of Architect/Consultant, City shall not be liable to compensate
Architect/Consultant for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as required in
connection with the replacement of such work, unless damage was the result of
Architect/Consultant's error.
(3) Providing other extraordinary professional services over and above the contract
requirements, where required and requested by City, including extraordinary professional
services which might result if City decides to "fast-track" the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the
Project.
3.02 Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Architect/Consultant
and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly
progress of Architect/Consultant's work.
10
3.03 Tests and inspections. City shall furnish or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and
other trade permits will be the responsibility of the construction contractor. Any charges which
may be assessed for tap fees will be paid by City and are not to be included by
Architect/Consultant in the specifications for the Project.
3.05 Miscellaneous items. City will also provide Architect/Consultant with such items as the
Project Facility Program; two (2) copies of the City of Round Rock General and Supplementary
General Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage
Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and
materials as may be necessary and practicable for the orderly and expeditious process of the
work and the awarding of the Construction Contract. To the extent practicable, these documents
shall be utilized in the preparation of the Construction Documents.
ARTICLE IV
PAYMENTS TO ARCHITECT/CONSULTANT
4.01 Scope of Services. Payments hereunder shall not exceed the following:
Scope of Services (not to exceed)
Reimbursables (not to exceed)
$ 602,210.00
$ 4,000.00
Total $ 606,210.00
4.02 Deductions. No deductions shall be made from Architect/Consultant's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors.
4.03 Additions. No additions shall be made to Architect/Consultant's compensation based upon
Project construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect/Consultant during any
phase or subphase is abandoned or suspended, in whole or in part, Architect/Consultant is to be
paid for services performed prior to receipt of written notice from City of such abandonment or
suspension.
4.05 Invoices. Architect/Consultant's invoices to City shall provide complete information and
documentation to substantiate Architect/Consultant's charges, and shall be in a form to be
specified by City. All payments to Architect/Consultant shall be made on the basis of the
invoices submitted by Architect/Consultant and approved by City. Such invoices shall conform
to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall
be clearly shown. Should additional backup material be requested by City, Architect/Consultant
shall comply promptly with such request. In this regard, should City determine it necessary,
Architect/Consultant shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
11
4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Architect/Consultant and to adjust the same to meet the
requirements of the Agreement. Following approval of invoices, City will endeavor to pay
Architect/Consultant promptly, but not later than the time period required under the Texas
Prompt Payment Act; however, under no circumstances shall Architect/Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between
Architect/Consultant and City or because of amounts which City has a right to withhold under
this Agreement or state law.
4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement
against any debt (including taxes) lawfully due to City from Architect/Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic
and Additional Services and include actual expenditures made by Architect/Consultant, its
employees, or its subconsultants in the interest of the Project for the incidental expenses set forth
below. Such expenses must be authorized by City in advance. An allowance for Reimbursable
Expenses not to exceed $4,000.00 is established as a condition of this Agreement.
ARTICLE V
ARCHITECT/CONSULTANT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect/Consultant's expenses pertaining to the Project,
and records of accounts between City and Architect/Consultant, shall be kept on a generally
recognized accounting basis and shall be available to City or its authorized representatives at
mutually convenient times.
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and
fully understood by Architect/Consultant that City may cancel or indefinitely suspend further
work hereunder or terminate this Agreement either for cause or for the convenience of City, upon
fifteen (15) days' written notice to Architect/Consultant, with the understanding that immediately
upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect/Consultant shall invoice City for all work satisfactorily completed and shall be
compensated in accordance with the terms of this Agreement for all work accomplished prior to
the receipt of said notice. No amount shall be due for lost or anticipated profits.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work
which is unsatisfactory as determined by City or which is not submitted in compliance with the
terms of this Agreement. City shall not be required to make any payments to
Architect/Consultant when Architect/Consultant is in default under this Agreement, nor shall this
Article VI constitute a waiver of any right, at law and at equity, which City may have if
Architect/Consultant is in default, including the right to bring legal action for damages or to
force specific performance of this Agreement.
12
ARTICLE VII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for
Construction," are to be used by Consultant without modification; however, City may, upon prior
consultation, approve of any changes that may be necessary for specific cases or instances. Any
special conditions pertaining to the Project that are approved by City will be included under the
Special Conditions portion of the Construction Documents.
7.02 Contract Administration. This Agreement shall be administered on behalf of City by its
Designated Representative, and Architect/Consultant shall fully comply with any and all
instructions from City. Any dispute arising hereunder shall be submitted to City, whose decision
in the matter shall be final and binding.
ARTICLE VIII
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
8.01 Consultant's Responsibility for Work. Approval by City shall not constitute nor be
deemed a release of the responsibility and liability of Architect/Consultant, its employees,
subcontractors, agents and consultants for the accuracy and competency of designs, working
drawings, specifications or other documents and work; nor shall such approval be deemed to be
an assumption of such responsibility by City for any defect, error or omission in the designs,
working drawings, and specifications or other documents prepared by Architect/Consultant, its
employees, subcontractors, agents and consultants.
8.02 Indemnification (Damage Claims). Architect/Consultant agrees, to the fullest extent
permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from
any damage, liability or cost (including reasonable attorneys' fees) to the extent caused by
Architect/Consultant's negligent acts, errors or omissions in the performance of professional
services under this Agreement and those of its subconsultants or anyone for whom
Architect/Consultant is legally liable.
Owner agrees, to the fullest extent permitted by law, to indemnify and hold
Architect/Consultant, its officers, agents and employees, harmless from any damage, liability or
cost (including reasonable attorneys' fees) to the extent caused by Owner's negligent acts, errors
or omissions in the performance of professional services under this Agreement and those of its
contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and
arising from the Project the subject of this Agreement.
8.03 Indemnification (Patent and Copyright Claims). Architect/Consultant agrees to
completely defend and indemnify City, its officers, agents and employees, against a claim that
any of the designs, plans or specifications prepared by Architect/Consultant, its employees,
associates or subconsultants pursuant to this Agreement infringe a U.S. patent or copyright
directly, indirectly or contributorily. Architect/Consultant shall pay any and all resulting costs,
damages and attorney's fees finally awarded, provided that:
13
(1) City promptly notifies Architect/Consultant in writing of the claim; and
(2) Architect/Consultant has sole control of the defense and all related settlement
negotiations.
(a) If Architect/Consultant defends City against such claims, the City Attorney shall
be kept informed of settlement negotiations, and shall execute any settlement
agreement reached by Architect/Consultant on City's behalf.
(b) Architect/Consultant's defense and indemnification under this section is
conditioned on City's agreement that if any of the designs, plans or specifications,
become, or in Architect/Consultant's opinion are likely to become, the subject of
such a claim, City will permit Architect/Consultant, at Architect/Consultant's
option and expense, either to procure the right for City to continue using the
designs, plans or specifications or to replace or modify the same so that they
become non -infringing; and if neither of the foregoing alternatives is available on
terms which are reasonable in Architect/Consultant's judgment, City, to the extent
City is legally able to do so, will cease using the designs, plans or specifications on
written request of Architect/Consultant, in which instance City has the sole option
to either require Architect/Consultant to perform new design work at
Architect/Consultant's sole expense, or to terminate this Agreement.
(c) Architect/Consultant has no liability under this section for any claim of
infringement based upon the modification or alteration of the designs, plans or
specifications prepared under this Agreement subsequent to the Project by City, or
by any engineering consultant subsequently employed by City.
(d) The foregoing states the entire obligation of Architect/Consultant with respect to
infringement of patents and copyrights.
The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to
products or materials which City has required that Architect/Consultant include in any of the
designs, plans and specifications, or which are substituted by Contractor or any of his
subcontractors during the Construction Phase of the contract.
8.04 Insurance. Architect/Consultant, at Architect/Consultant's sole cost, shall purchase and
maintain during the term of this Agreement professional liability insurance coverage in the
minimum amount of One Million Dollars ($1,000,000.00) from a company authorized to do
insurance business in Texas and otherwise acceptable to City.
8.05 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall
include the following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
14
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect/Consultant shall also notify City, within 24 hours of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives from
its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Architect/Consultant.
(3)
The term "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City
of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's self-insured retentions of any
nature.
8.06 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Architect/Consultant shall be borne solely by Architect/Consultant, with certificates of
insurance evidencing such minimum coverage in force to be filed with City.
ARTICLE IX
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
9.01 Compliance with Laws. Architect/Consultant, its consultants, agents, employees and
subcontractors shall comply with all applicable federal and state laws, the Charter and ordinances
of the City of Round Rock, as amended, and with all applicable rules and regulations
promulgated by all local, state and national boards, bureaus and agencies. Architect/Consultant
shall further obtain all permits and licenses required in the performance of the professional
services contracted for herein.
9.02 Taxes. Architect/Consultant will pay all taxes, if any, required by law arising by virtue of
the services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
ARTICLE X
TERM
10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or
extended by mutual agreement approved by City, the term of this Agreement shall be through
March 4, 2011, beginning from the date of execution hereof.
15
10.02 Project Performance Schedule.
(1)
Time of completion of services referenced herein shall be as follows: Completion of
services shall be not later than seventy-eight (78) weeks from date of execution
hereof. Nothing recited herein shall be construed to prevent the negotiated renewal
and/or extension of this Agreement by express written agreement of the parties.
(2) Architect/Consultant understands that the Project Performance Schedule is of critical
importance, and agrees to undertake all necessary efforts to expedite the performance
of services required herein, so that construction of the Project will be commenced as
scheduled. In this regard, Architect/Consultant shall proceed with sufficient qualified
personnel and consultants necessary to fully and timely accomplish services required
under this Agreement in a professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect/Consultant covenants and represents that
Architect/Consultant, its officers, employees, agents, consultants and subcontractors will have no
financial interest, direct or indirect, in the purchase or sale of any product, materials or
equipment that will be recommended or required for the construction of the Project.
11.02 Confidentiality. Architect/Consultant's reports, evaluations, designs, drawings, data, and
all other documentation and work developed by Architect/Consultant hereunder shall be kept
confidential, and shall not be disclosed to any third parties without the prior written consent and
approval of City.
ARTICLE XII
GENERAL PROVISIONS
12.01 Time is of the Essence. Architect/Consultant understands and agrees that time is of the
essence and that any failure of Architect/Consultant to complete the services for each phase of
this Agreement within the agreed Project Performance Schedule may constitute a material breach
of this Agreement. Architect/Consultant shall be responsible for its delays or for failures to use
professional efforts in accordance with the terms of this Agreement. Where damage is caused to
City due to Architect/Consultant's failure to perform in these circumstances, City may withhold,
to the extent of such damage, Architect/Consultant's payments hereunder without waiver of any
of City's additional legal rights or remedies.
12.02 Force Majeure. Neither City nor Architect/Consultant shall be deemed in violation of
this Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect/Consultant
shall not assign, sublet or transfer any interest herein without City's prior written authorization.
16
12.04 Amendments. This Agreement, representing the entire agreement between the parties,
may only be amended or supplemented by mutual agreement of the parties hereto in writing.
12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock,
Williamson County, Texas, and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in
Williamson County, Texas. This Agreement shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas.
12.06 Notices. All notices and correspondence to City by Architect/Consultant shall be mailed
or delivered as follows:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
All notices and correspondence from City to Architect/Consultant shall be mailed or delivered to
Consultant:
Barnes Gromatzky Kosarek Architects
1508 West 5th Street, Suite 200
Austin, Texas 78703
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be
signed in its corporate name by the person duly authorized to execute the same in its behalf, and
Barnes Gromatzky Kosarek 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 Agreement.
CITY OF ROUND ROCK, TEXAS BARNES GROMA Y KOSAREK
AR
By:
Printed Name: A1G KA 5 611410
Title: 1viAiv
Date Signed: /6.13. 011
ATTEST:
By:
Sara L. White, City Secretary
FOR CI , APP • 0 D AS TO FORM:
By:
411t. IWO
Steph.1 L. Sheets, City Attorney
17
By:
Printed ame: 4, TtirtflAC 141/11.eK
Title: rrui frot
Date Signed: b I
DATE: August 7, 2009
SUBJECT: City Council Meeting — August 13, 2009
ITEM: 10131. Consider a resolution authorizing the Mayor to execute an Agreement for
Architectural/Engineering Design Services for the Intermodal Transit and Parking
Facility with Barnes, Gromatzky, Kosarek Architects.
Department:
Staff Person:
Justification:
Engineering and Development Services
Thomas E. Word, Jr., P.E.
This agreement provides professional services for programming, schematic design, design development,
construction documents, bidding and construction administration.
Funding:
Cost: $606,210
Source of funds: 2002 GO Bonds
Outside Resources:
Federal Transit Administration
Background Information:
On July 23, 2009, City Council ranked BGK Architects as the number one firm for designing and
engineering the Intermodal Transit and Parking Facility. City staff successfully negotiated the agreement
with BGK to provide appropriate professional services, and recommends that the agreement be
executed.
The mixed use Intermodal Transit and Parking Facility, which will be located in southwest downtown,
will provide safe and easy access to transit for motor vehicles, bicycle users and pedestrians. The facility
will also provide public parking for the downtown area, as well as the commercial, office/residential
shell space. The design will be consistent with the City's history and role in downtown Round Rock,
incorporating human—scale urban design and transit—oriented design and promoting an interface
between pedestrians, bicyclists, automobiles and transit vehicles.
Public Comment:
N/A
EXECUTED
DOCUMENT
FOLLOWS
City of Round Rock Agreement
for Architectural/Engineering Design Services for
City of Round Rock Downtown Intermodal Transit and Parking Facility
with Barnes Gromatzky Kosarek Architects (BGK)
Based upon AIA Document B141 - 1997
1997 Edition - Electronic Format
Standard Form of Agreement between Owner and Architect
AGREEMENT made as of thall 404114 ) day of the month of
(In words, indicate day, month and year.)
BETWEEN the Architect/Consultant's client identified as the City or the Owner:
(Name, address and other information.)
City of Round Rock
221 East Main Street
Round Rock, Williamson and Travis Counties, Texas 78664
and the Architect/Consultant:
(Name, address and other information.)
Barnes Gromatzky Kosarek Architects (BGK)
1508 West 5th Street, Suite 200
Austin, Texas 78703
For the following Project:
(Include detailed description of Project.)
in the year Two Thousand Nine.
Downtown Intermodal Transit and Parkin e Facility Proiect is to be new construction of an approximately 2852 sf transit
facility with four adjoining covered bus spaces and bus drive-through lane, with said facility to be located in downtown Round
Rock between Main Street and Bagdad Avenue adjacent to Brown Street. The Project will additionally include a parking facility
for approximately 192 parking spaces and additional structured parking within the future retail shell space. The Project will be
designed to accommodate the future retail space of approximately 25,528 sf as well as an approximately 7,069 sf office/retail
shell and an additional 192 parking spaces.
Professional services for this Project shall include but not be limited to Programming and Design, Construction Documents,
Bidding and Negotiation, and certain Construction Administration services.
Owner and Architect/Consultant agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
Architect/Consultant shall furnish the delineated services, including but not limited to meeting with Owner re_presentatives
and others designated by Owner to determine needs and requirements; rendering professional consultation and advice;
furnishing all necessary design and certain contract administration services for the referenced Project; and providing other
specialized services.
0016809 l/jkg
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a
requirement of federal law to comply with ADA if the construction budget exceeds $50,000.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identifr or describe, if appropriate, proposed use or goals.)
The referenced Project consists of professional planning, design, and construction administration services related to the
following:
Downtown Intermodal Transit and Parkin Facility Project is to be new construction of an avvroximately 2852 sf
transit facility with four adjoining covered bus spaces and bus drive-through lane, with said facility to be located in
downtown Round Rock between Main Street and Bagdad Avenue adjacent to Brown Street. The Project will additionally
include a parking facility for approximately 192 parking spaces and additional structured parking within the future retail
shell space. The Project will be designed to accommodate the future retail space of approximately 25,528 sf as well as an
approximately 7,069 sf office/retail shell and an additional 192 parking spaces. The parties agree that Owner may reduce
Project scope to meet budget constraints.
Professional services for this Project shall include but not be limited to Programming and Design, Construction Documents,
Bidding and Negotiation, and certain Construction Administration services.
1.1.2.2 The physical parameters are:
The Project is to be located on property in downtown Round Rock, Texas between Main Street and Bagdad Avenue adjacent
to Brown Street.
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. The following architectural/engineering services shall be provided
by Architect/Consultant:
• Conceptual Sketches for Owner Presentations
• Sketch Study Presentation - Elevations, Pedestrian Scale Studies and Massing Studies with Adjacent
Buildings
• Architectural Design
• Construction Documents
• Boundary and Topographic Survey
• Geotechnical Report
• Civil Engineering
• Structural Engineering
• Parking Planning
• MEP Engineering
• Cost Estimating (2 estimates)
• ADA Review
• Specifications
Landscape Design
• Signage Design
• Demolition Drawings
• Contract Administration
• Pay Request Review
• Preliminary Plan for Future Phased Expansion
• Assist Owner with Bidding/Negotiations
2
• Limited Construction Administration Services from the AE team. Consultant site visits will be on an as -
needed basis. Attendance of consultants for Project team meetings during Construction Administration will
be limited and on an as -needed basis. Architect/Consultant's site review and Project meetings will be
limited. Architect/Consultant's proposal is based upon providing eleven (II) personnel hours per week
during the Construction Phase for a total of 572 hours over a 52-week construction period. The parties agree
that, should additional hours be required of Architect/Consultant through no fault of Architect/Consultant,
then and in that event Owner and Architect/Consultant will negotiate as additional services.
Owner Services:
The following services shall be provided by Owner:
• Asbestos Abatement
• Traffic Impact Analysis (if required)
• Community Outreach Meetings and Presentations
• LEED or Green Building Initiatives (Architect/Consultant to design for best practice)
• Data/Telecom and Audio -Visual Design including wiring, terminations, equipment and testing (conduit
infrastructure by Architect/Consultant)
• Utility Survey
• Tree Survey
• Drawings of Adjacent Properties/Project for use by Architect/Consultant and other consultants
• TCEQ Sewage Collection System Submittal (Project assumed to consist of one building)
Floodplain Studies (if required)
Geological Assessments/TCEO Edwards Aquifer Recharge Zone / WPAP
Storm Water Pollution Prevention Plan (by General Contractor or CMAR)
• City Trailblazer Signage (ROW wayfinding signage)
• Signage Branding Identity Guidelines and Electronic Files
• Printing and Reproduction of Bid Documents and Contractor Document Sets (not included within $4,000
reimbursable expenses allowance)
• Security Consulting (if required)
• Acoustical Consulting (if required)
• Environmental Studies
• Furniture and Equipment Packages (if required)
• Zoning and Variances (if required)
• Offsite Utility Infrastructure Engineering and Design
• Reimbursable of travel, postage, delivery fees, long distance telephone expense, printing in association with
Owner milestone submittals, special presentation material
• Electronic As-Builts (by GC/CMAR if required)
• Governmental Fees for applications, approvals and permits
• Construction Phase Materials Testing
SCHEDULE
Proposed schedule for the Project is as follows:
Programming and Design
Construction Documents
Bidding and Negotiation
Construction Administration
Total Duration
3
8 weeks
10 weeks
8 weeks
52 weeks
78 weeks
Architect/Consultant will maintain project schedule in a format acceptable to Owner throughout the duration of the Project.
It is understood that Owner desires Project to be substantially complete no later than February 4, 2011.
1.1.2.4 The legal parameters are:
Not applicable.
1.1.2.5 The financial parameters are as follows:
1. Amount of the Owner's overall budget for the Project, including the Architect/Consultant's compensation, is:
Budget for the Intermodal Transit and Parking Facility is planned to be approximately $3,506,210. Such budget includes
but is not limited to A/E fees and construction. A portion of the budget will be funded with federal funds. The parties agree
that Owner may reduce Project scope to meet budget constraints.
The Project is to be located in the southwest area of downtown Round Rock, Texas. The Project is envisioned to be
completed in two phases. While this Scope of Work is for completion of Phase 1, it will also include conceptual planning
and structural allowances for a future Phase 2 of construction. Phase 1 of construction will consist of two parking levels
with approximately 96 parking spaces per level. The Phase 1 transit facility will accommodate specific short-term and long:
term transit needs within the community. In addition to the transit facility, the Phase 1 facility will be designed to support
future retail/commercial and office/residential shell space and additional parking spaces for both Park & Ride users and the
general _public. The facility will be multi-level and ADA accessible. Initially, the facility will include a transit facility,
covered bus lanes and structured parking on the ground floor with one or two levels of parking above. It is anticipated that
there will be approximately 96 parking spaces per level and approximately 3,500 square feet of office/residential shell space
per level in Phase 2 and that the structured parking at level one will be converted to retail shell space. The ground floor will
have a minimum of twelve feet clear ceiling height and each floor will have a minimum of eight feet clear ceiling height.
The scope of the Project may be expanded to include Phase 2 construction.
Professional services for this Project shall include but not be limited to Programming and Design, Construction Documents,
Bidding and Negotiation, and certain Construction Administration services.
2. The Fee Schedule relative to this Agreement is as follows:
A. Basic Professional Programming and Design Services
In consideration for the professional services to be performed by Architect/Consultant, City agrees to pay
Architect/Consultant a total sum not to exceed Six Hundred Six Thousand Two Hundred Ten and No/100 Dollars
($606,210.00). Said sum is a fixed not -to -exceed amount, and shall be paid for services as delineated herein.
Professional Service Fees for Architect/Consultant shall be based on Architect/Consultant's standard hourly
billing rate attached hereto as Exhibit "A" and incorporated herein by reference for all purposes.
Programming and Design
Construction Documents
Bidding and Negotiation
Construction Administration
SUBTOTAL
Professional Service Fees for Other Consulting Services:
Parking Consultant: Parking Planners
Structural Engineering: Jose I. Guerra, Inc.
MEP Engineering: Jose I. Guerra, Inc.
Civil Engineering: Fisher Hagood
Landscape Architecture: BWM Group
Signage/Wayfinding: Janke Design
Cost Estimating: Project Cost Resources
Accessibility Check: Lone Star Access
Site Survey: Baker Aiklen
Geotechnical: Kleinfelter
4
$ 98,000.00
$194,650.00
$ 19,440.00
$ 78,000.00
$390,090.00
$ 13,300.00
$ 74,560.00
$ 28,100.00
$ 29,000.00
$ 8,950.00
$ 25,665.00
$ 6,935.00
$ 1,325.00
$ 7,475.00
$ 9,300.00
Code Review/Life Safety: APS
Specifications: Interspec
SUBTOTAL
$ 2,000.00
$ 5,510.00
$212,120.00
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses, including administrative charges and out-of-pocket expenses, shall not exceed
the maximum sum of Four Thousand and No/100 Dollars ($4,000.00). City shall pay Architect/Consultant for
reimbursable expenses, as appropriately invoiced and documented, at actual cost. Allowable reimbursable
expenses within the not -to -exceed amount may include the following:
Printing in association with Owner -required milestone submittals;
Postage, shipping, mailing and delivery expenses;
Out-of-town travel, lodging, meals associated with the Project; and
Long distance telephone and teleconference expenses.
SUBTOTAL $ 4,000.00
GRAND TOTAL: $606,210.00 (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/Consultant's total compensation for services and
reimbursables hereunder shall not exceed $606,210.00. Such amount represents the absolute limit of City's liability to
Architect/Consultant unless same shall be changed by additional Supplemental Agreement, and City shall pay, strictly
within the confines of the not -to -exceed sums recited herein. Architect/Consultant's professional fees and reimbursable
expenses for work done on behalf of City. No deductions shall be made for Architect/Consultant's compensation on
account of penalty, liquidated damages or other sums withheld from_payments to Architect/Consultant. No additions shall
be made to Architect/Consultant's compensation based on Project claims, whether paid by City or denied.
Additional Services: Additional services are defined as any services not listed as a basic service including revisions to
previously -approved plans that necessitate additional work for Architect/Consultant, substantive changes in Project scope,
or additional work necessitated by unknown or reasonably unforeseen circumstances. The parties expressly agree that such
additional services would be performed under a supplemental agreement negotiated at a time subsequent to this Agreement.
• Sustainable Design Services for Certification
• Floodplain Impact Determination
• Fast Track/Multiple Packaging
• Community Process
• Zoning and Variance
• Security Consulting
• Environmental Consulting/Engineering/Abatement
• Off-site Utility Infrastructure Engineering
• Furniture and Equipment Packages
• Traffic Planning/Engineering
• Full -Time On -Site Representation
• Models/Special Presentation Materials
• As -Built Documents (Architect/Consultant will specify that Contractor must provide)
Additional Consultants:
• Sustainability
• Interior Design
• Telecommunications
• Audio -Visual
• Acoustics
• Security
• Environmental
5
1.1.2.6 The time parameters are:
(Identift, if appropriate, milestone dates, durations or fast track scheduling.)
Services hereunder shall commence immediately upon receipt by Architect/Consultant of this executed Agreement.
Completion shall be not later than seventy-eight (78) weeks from date of execution of this Agreement. Other time
parameters or adiustments 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:
(Meng& 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:
(Identify 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
David Bartels
Planning and Programs Administrator
City of Round Rock
2008 Enterprise Drive
Round Rock, Texas 78664
Telephone: 512-671-2760
Facsimile: 512-218-5563
Email Address: dbartels(&,round-rock.tx.us
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the
Architect/Consultant's submittals to the Owner are:
(List name, address and other information.)
Not designated at this time.
1.1.3.3 The Owner's consultants and contractors are:
(List discipline and, if known, identift them by name and address.)
The parties expressly agree that the following constitute the "Design Team," which team shall be the firms and individuals
personally performing the duties delineated herein.
Architects: Barnes Gromatzky Kosarek Architects
MEP Engineering: Jose I. Guerra, Inc.
Structural Engineering: Jose I. Guerra, Inc.
Civil Engineering: Fisher Hagood
Landscape Architecture: BWM Group
Cost Estimating: Project Cost Resources
Parking Consultant: Parking Planners
Code Review/Life Safety: APS
Accessibility Check: Lone Star Access
Signage/Wayfinding: Janke Design
6
Specifications: Interspec
Site Survey: Baker Aiklen
Geotechnical: Kleinfelter
1.1.3.4 The Architect/Consultant's Designated Representative is:
(List name, address and other information)
Arturo Arredondo, III, AIA
Barnes Gromatsky Kosarek Architects, Inc.
1508 West 5th Street, Suite 200
Austin, Texas 78703
1.1.3.5 The consultants retained at the Architect/Consultant's expense are:
(List discipline and, if !mown, identifi them by name and address)
See Paragraph 1.1.3.3 herein.
Upon execution of this Agreement, Architect/Consultant agrees that it will submit to City within ten (10) days a list of all
additional consultants it intends to utilize, not oreviouslv identified in Architect/Consultant's proposal, delineating their
respective tasks. All of Architect/Consultant's consultants shall be subject to the approval of City, and City reserves the
right to reject any consultant.
1.1.4 Other important initial information is:
Not applicable.
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the
Contract for Construction shall be the edition of AIA Document A201
as modified between Owner and Contractor. Duties, responsibilities and limitations of authority of Architect/Consultant
shall not be restricted, modified or extended without written agreement of Owner and Architect/Consultant with consent of
Contractor, which consent shall not be unreasonably withheld. Architect/Consultant consents to the modifications of AIA
Document A201, General Conditions of the Contract for Construction, between Owner and Contractor.
:
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect/Consultant
in determining the Architect/Consultant's compensation.
.• : .• ..• :
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this
contract must be duly authorized by appropriate City Council or City Manager action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 Owner and Architect/Consultant shall fully cooperate with one another to fulfill all of their respective obligations
required under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working
relationships among all members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. Owner shall furnish to the Architect/Consultant, within 15 days
after receipt of a written request, information necessary and relevant for the Architect/Consultant to evaluate, give notice of
or enforce lien rights.
7
Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the
Work. Owner's other costs, and reasonable contingencies related to all costs.
1.2.2.3 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the Architect/Consultant in order to avoid unreasonable delay in the orderly and
sequential progress of Architect/Consultant's services.
1.2.2.4 Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect/Consultant to furnish them as a Change in Services when such services are requested by Architect/Consultant and
are reasonably required by the scope of the Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing, Owner shall furnish or pay for tests,
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests
for air and water pollution, and tests for hazardous materials.
1.2.2.6 Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet Owner's needs and interests.
1.2.2.7 The Owner Each party shall provide prompt written notice to the Architect other if the Owner either becomes
aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect/Consultant's
Instruments of Service.
1.2.2.8 Owner shall furnish, or direct Architect/Consultant to obtain at Owner's expense, a certified survey of the site
giving, as required, grades and lines of streets, alleys, pavements and adjoining property: rights-of-way, restrictions,
easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or
adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public
and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil
conditions.
1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the
responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are
not to be included by Architect/Consultant in the specifications for the Project. However, Owner agrees to reimburse
Architect/Consultant the actual costs of review fees associated with Texas Building Accessibility reviews.
1.2.2.10 Owner will provide Architect/Consultant with miscellaneous items such as the Project Facility Program, two (2)
copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders,
Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials
as may be necessary and practicable for the orderly and expeditious progress of the work and the awarding of the
construction contract. To the extent practicable, these documents shall be utilized in the preparation of the construction
documents.
1.2.2.11 Owner will provide timely review and response to inquiries in order to maintain an orderly progression.
1.2.2.12 Owner will furnish relevant design standards and Owner -furnished equipment specifications.
1.2.2.12 Owner will make notifications to identified stakeholders for public information workshops, make arrangements
for meeting space, and bear costs for same. Architect/Consultant will provide applicable exhibits and materials, except that
reproduction and equipment rental shall be deemed reimbursable expenses.
1.2.3 ARCHITECT/CONSULTANT
1.2.3.1 The services performed by Architect/Consultant, Architect/Consultant's employees and Architect/Consultant's
consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying
documents, in supplemental documents, and in related documents.
1.2.3.2 Architect/Consultant's services shall be performed as expeditiously as is consistent with professional skill and care
and the orderly progress of the Project. Architect/Consultant shall submit for Owner's approval a schedule for the
performance of Architect/Consultant's services which initially shall be consistent with the time periods established in
8
Subparagraph 1.1.2.6 and which shall may be adjusted, if necessary and approved by Owner, as the Project proceeds. This
schedule shall include allowances for periods of time required for Owner's review, for the performance of Owner's
consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by
this schedule approved by Owner shall not, except for reasonable cause, be exceeded by Architect/Consultant or Owner.
1.2.3.3 Architect/Consultant's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on
Architect/Consultant's behalf with respect to the Project.
1.2.3.4 Architect/Consultant shall maintain the confidentiality of information specifically designated as confidential by
Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or
prevent Architect/Consultant from establishing a claim or defense in an adjudicatory proceeding. Architect/Consultant shall
require of Architect/Consultant's consultants similar agreements to maintain the confidentiality of information specifically
designated as confidential by Owner.
1.2.3.5 Except with Owner's knowledge and consent, Architect/Consultant shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise Architect/Consultant's professional
judgment with respect to this Project.
1.2.3.6 Architect/Consultant shall review laws, codes, and regulations applicable to Architect/Consultant's services.
Architect/Consultant shall respond in the design of the Project to requirements imposed by governmental authorities having
jurisdiction over the Project.
1.2.3.7 Architect/Consultant shall be entitled to reasonably rely on the accuracy and completeness of services and
information furnished by Owner. The Architect Each party shall provide prompt written notice to the Owner other if the
Architect either becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to
Owner of all elements of the Project designed or specified by Architect/Consultant.
1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by
Owner and equipment designed, specified, selected or specially provided for by Architect/Consultant, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, a
feasehable-allewanee-fer-their for Contractor's overhead and profit.
• : : ..• • 11- -
1.3.1.3 The Cost of the Work does not include the compensation of Architect/Consultant and Architect/Consultant's
consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of Owner.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by
Architect/Consultant's and Architect/Consultant's consultants are Instruments of Service for use solely with respect to this
Project.
All
Architect/Consultant's designs and work product under this Agreement, including but not limited to Tracings, Drawings,
Estimates, Specifications, Investigations, Studies and other documents, shall be the property of Owner, to be used as Owner
desires for the construction, maintenance and remodeling of the Project for which they were intended; by execution of this
Agreement and in confirmation of the fee for services to be paid under this Agreement, Architect/Consultant hereby
conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright
statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the
Project designs and work product developed under this Agreement. Copies may be retained by Architect/Consultant.
Architect/Consultant shall be liable to Owner for any loss or damage to any such documents while they are in the possession
of or while being worked upon by Architect/Consultant or anyone connected with Architect/Consultant, including agents,
employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by
Architect/Consultant without cost to Owner.
9
1.3.2.2 Upon execution of this Agreement, Architect grants to Owner nonexclusive -Nowise permission to reproduce the
Architect/Consultant's Instruments of Service solely for purposes of constructing, using and maintaining the Project,
provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this
Agreement. Architect/Consultant shall obtain similar nenexelusive—lieenses permission from Architect/Consultant's
consultants consistent with this Agreement.
pessession-er-sontrek If and upon the date Architect/Consultant is adjudged in default of this Agreement, the foregoing
Owner is permitted to
authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes,
corrections or additions to the Instruments of Service solely for the purposes of completing, using and maintaining the
Project.
•••• .
• t.•"- 1
. ..• "-t
1.3.2.3 -
implied -under -this -Agreement, Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any lieense
permission granted herein to another party without the prior written agreement of Architect/Consultant. However, Owner
shall be permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to
reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by
Submission or distribution of Instruments of Service to meet official regulatory
requirements or for similar purposes in connection with the Project is permitted. not--te-be--eonstfued-as-ptiblisation-in
Any unauthorized use of the Instruments of Service shall be at
Owner's sole risk and without liability to Architect/Consultant and Architect/Consultant's consultants.
1.3.2.4 Prior to Architect/Consultant providing to Owner any Instruments of Service in electronic form or Owner
providing to Architect/Consultant any electronic data for incorporation into the Instruments of Service, Owner and
Architect/Consultant shall by separate written agreement set forth the specific conditions governing the format of such
Instruments of Service or electronic data, including any special limitations er-lieenses not otherwise provided in this
Agreement.
1.3.2.5 All plans and drawings will be prepared and submitted by Architect/Consultant to Owner for approval on a
minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil
and clearly legible when the sheets are reproduced and reduced to half size.
1.3.2.6 Upon completion of the construction of the Project. Architect/Consultant shall, within thirty (30) calendar days
following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described
supplementally herein. In addition, Architect/Consultant shall submit originals of all documents listed under Section 1.3.2.1
modified to actual as -built conditions as provided by the General Contractor.
1.3.2.7 Architect/Consultant shall have no liability for changes made to the drawings. Any such change shall be sealed by
the architect making that change and shall be appropriately marked to reflect what was changed or modified. Owner agrees
to indemnify, defend and hold harmless Architect for any claims, damages, suits and loss of every kind and nature for the
unauthorized re -use of Architect's Instruments of Service.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of Architect/Consultant, including services required of Architect/Consultant's consultants,
may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing,
is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation 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
10
that, as to services hereunder, the total sum of $606,210.00 including authorized reimbursable expenses shall represent the
absolute limit of Owner's liability to Architect/Consultant unless same shall be changed by Supplemental Agreement hereto.
-
•
: : e • : -•:, -
Nidgeti-er-presurement-methedi•
: :t -:-••..•-t :• •:. : e
• :•
e
1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation •- . - : • -. • : . : • : . If such
matter relates to or is the subject of a lien arising out of Architect/Consultant's services, Architect/Consultant may proceed
in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by
mediation er-by-ar-bitratien
1.3.4.2 Owner and Architect/Consultant shall endeavor to resolve claims, disputes and other matters in question between
them by mediation
. :•
•
with the other party to this Agreement
:.•:
• :It_
-
t •
Request for mediation shall be filed in writing
: •
mediation shall proceed in advance ofarbitration
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
11
: • : :• : • : •
therof.
1.3.5.1 Owner and Architect/Consultant hereby expressly agree that no claims or disputes between Owner and
Architect/Consultant arising out of or relating to the contract documents or a breach thereof shall be decided by any
arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-
14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding
related to the Project, Architect/Consultant consents to be joined in the arbitration proceeding if Architect/Consultant's
presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
1.3.6.1 Architect/Consultant and Owner waive consequential damages for claims, disputes or other matters in question
arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential
damages due to either party's termination in accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the
pfevidefl-iii-P-aragreph-141,2 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General
Conditions of the Contract for Construction, • -. : . -. as modified between Owner and
Contractor.
'4 • : . •
.• - • .. • •
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate
for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations
commence to run any later than the date when the Architect/Consultant's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, Owner and Architect/Consultant
waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages,
except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201,
General Conditions of the Contract for Construction, : • • as modified between Owner
and Contractor. Owner or Architect/Consultant, as appropriate, shall require of the contractors, consultants, agents and
employees of any of them similar waivers in favor of the other parties enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either Owner or Architect/Consultant.
1.3.7.6 Unless otherwise provided in this Agreement, Architect and Architect/Consultant's consultants shall have no
responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or
toxic substances in any form at the Project site.
1.3.7.7 Architect/Consultant shall have the right to include photographic or artistic representations of the design of the
Project among Architect/Consultant's promotional and professional materials. Architect/Consultant shall be given reasonable
access to the completed Project to make such representations. However, Architect/Consultant's materials shall not include
Owner's confidential or proprietary information if Owner has previously advised Architect/Consultant in writing of the
specific information considered by Owner to be confidential or proprietary. Owner shall provide professional credit for
Architect/Consultant in Owner's promotional materials for the Project.
12
1.3.7.8 If Owner requests Architect/Consultant to execute certificates, the proposed language of such certificates shall be
submitted to Architect/Consultant for review at least 14 days prior to the requested dates of execution. Architect/Consultant
shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of
this Agreement.
1.3.7.9 Owner and Architect/Consultant, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement. Neither Owner nor Architect/Consultant shall assign this
Agreement without the written consent of the other, except that Owner may assign this Agreement to an institutional lender
providing financing for the Project. In such event, the lender shall assume Owner's rights and obligations under this
Agreement. Architect/Consultant shall execute all consents reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If Owner fails to make payments to Architect/Consultant in accordance substantial compliance with this
Agreement, such failure shall may be considered substantial nonperformance and saase—fec—teminatieri—orat—the
Architect' option, cause for suspension of performance of services under this Agreement. If Architect/Consultant elects to
suspend services, prior to suspension of services, Architect/Consultant shall give save* fifteen (15) days' written notice to
Owner. In the event of a suspension of services, Architect/Consultant shall have no liability to Owner for delay or damage
caused Owner because of such suspension of services. Before resuming services, Architect/Consultant shall be paid all
non -disputed sums due prior to suspension
senziees. Architect/Consultant's fees for the remaining services and the time schedules shall be equitably adjusted.
. L-•• •. e .::• •:
Subparagraph 1.3.8.7.
•
1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect/Consultant
that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the
convenience of Owner, upon fifteen (15) days' written notice to Architect/Consultant, with the understanding that
immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect/Consultant shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance
with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for
lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the
Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner
in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect
for continuation of services on the Project, Architect/Consultant shall cooperate in providing information.
13
1.3.8.3 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is
unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this
Agreement. Owner shall not be required to make any payments to Architect/Consultant when Architect/Consultant is in
default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may
have if Architect/Consultant is in default, including the right to bring legal action for damages or to force specific
performance of this Agreement.
1.3.9 PAYMENTS TO ARCHITECT
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of Architect/Consultant's statement of services. No deductions shall be made from Architect/Consultant's
compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on
account of the cost of changes in the Work other than those for which Architect/Consultant has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed $4,000.00, are in addition to compensation for
Architect/Consultant's services and include expenses incurred by Architect/Consultant and Architect/Consultant's
employees and consultants directly related to the Project, as identified in the following clauses:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
.5 renderings, models and mock ups requested by Owner;
Mellitestls-sefistiltants;
.7 reimbursable expenses as designated in Paragraph 1.5.5.;
.8 other similar direct Project -related expenditures.
1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on
the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized
representative at mutually convenient times.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect/Consultant's personnel engaged on the
Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as
employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement
plans and similar contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between
Owner and Architect/Consultant and supersedes all prior negotiations, representations or agreements, either written or oral.
This Agreement may be amended only by written instrument signed by both Owner and Architect/Consultant. This
Agreement comprises the documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services, AIA
Document B141-1997, as herein amended.
_
• •
fellewsi
(List other documents, if any, delineating Architect's scope of services)
14
1.4.13 Other documents as follows:
(List other documents, if any, forming part of the Agreement.)
"Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard
Form of Architect's Services, AIA Document B141-1997.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of the
ADA/TAS to design and construct a facility for first occupancy later than January 46, 1993 that does not meet the
accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate 'that it is structurally
impractical to meet such requirements. Architect/Consultant will use its best professiotialt effort4 to interpret and meet
applicable ADA/TAS requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they
apply to the Project.
ARTICLE 1.5 COMPENSATION
1.5.1 For Architect/Consultant's services as described herein, compensation shall be computed as follows:
Architect/Consultant's total compensation for services hereunder shall not exceed the sum of $606,210.00 established herein,
including authorized reimbursable expenses, which sum for reimbursable expenses shall include the actual costs of such
items as are delineated in Paragraph 1.3.9.2 herein.
1.5.2 If the services of Architect/Consultant are changed as described in Subparagraph 1.3.3.1, Architect/Consultant's
compensation may be adjusted. Such adjustment shall be calculated as described below or, if
. .
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and
identi& Principals and c1assii5) employees, if required. Identifi, specific services to which particular methods of
compensation apply)
1.5.3 For a Change in Services of Architect/Consultant's consultants, compensation shall be computed as a multiple of
one (1. 00) times the amounts billed to Architect/Consultant for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5
as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by
Architect/Consultant, and Architect/Consultant's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows: None
1.5.6 The rates and multiples for services of Architect/Consultant and Architect/Consultant's consultants as set forth in
this Agreement shall be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. It shall be credited to Owner's account at final payment. Subsequent payments for
services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of Architect/Consultant's invoice, or not later than the
time period required under the Texas Prompt Payment Act, whichever is later. Non -disputed amounts unpaid sixty (60)
days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing
from time to time at the principal place of business of Architect/Consultant.
(Insert rate of interest agreed upon.)
One percent (1 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and
other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may
affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and
also regarding requirements such as written disclosures or waivers.)
15
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:
314t/* lit9Q32
Sara L. White, City Secretary
FO' AS TY, APPROVEI AS TO FORM:
\n.
S—tep Sheets, City Attorney
•• ' • t. .• • 1: •
t • t • . •• " •• t . t ; t ttt .•
ARCHITECT
BA MATZ 0 AREK ARCHITECTS
By:
A, Principal
16
Barnes Gromatzky Kosarek Architects
January, 2008
Labor Rate Schedule
Position Classification Hourly Billing Rate
Principal $ 230.00
Project Manager $ 140.00
Project Architect I $ 125.00
Project Architect II $ 90.00
CADD Technician $ 75.00
Intern $ 70.00
Administrative $ 55.00
EXHIBIT
I ”An
• V)
abg
N w
(1) r
E M
a. 0 (1)
CUI.01.
Round Rock Transit & Parking Facility
BGKA #0903 PIC DP PM A IA
ESTIMATION OF ARCHITECTURAL LABOR REQUIREMENTS PER PHASE:
08/05/2009
,Programming & Design 25% $
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 3 8 24 $5,520 2.48 people
Design Principal 16 8 128 $23,680 1.85 months
Project Manager 40 8 320 $44,800
Architect 0 8 0 $0
Intern Architect 40 8 320 $24,000
99 8 792 $98,000 $123.74 avg cost
Construction Documents 50% $
Bid and Negotiation
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 3 10 30 $6,900 4.45 people
Design Principal 15 10 150 $27,750 2.31 months
Project Manager 40 10 400 $56,000
Architect 40 10 400 $44,000
Intern Architect 40 10 400 $30,000
Intern Architect 40 10 400 $30,000
Intern Architect 0 10 0 $0
178 10 1,780 $194,650 $109.35 avg cost
5%$
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 4 8 32 $7,360 0.38 people
Project Manager 10 8 80 $11,200 1.85 months
Architect 1 8 8 $880
15 8 120 $19,440 $162.00 avg cost
Construction Administration: 20% $
Total
Staff/ Role: Hrs/wk # of wks. Hours Cost #REF! available fee
Principal in Charge 1 52 52 $11,960 0.28 people
Project Manager 8 52 416 $58,240 12.00 months
Architect 0 52 0 $0
Intern Architect 2 52 104 $7,800
11 52 572 $78,000 $136.36 avg cost
Sub -Total for Basic Services BGKA
Total Basic Services BGKA
BGK Architects Overhead Percentage 1.81%
BGK Architects Estimated Profit 12.00%
78 3,264 $390,090
$390,090
18.00 months
Project Budgeting Worksheet
Date: 08/05/2009
Project: Round Rock Intermodal Transit & Parking Facility
Project #:
Total Estimated Construction Cost: $ 2,900,000
Estimated Construction Cost for Building:
Estimated Construction Cost for Site & Utilities:
Estimated size in s.f. 0
Cost/s.f. #DIV/0!
Professional Service Fees: oh, of fee FEE DBE Firm
Architectural: 64.35% $ 390,090
Parking Specialty: Parking Planners 2.19% $ 13,300
Structural: Jose Guerra Engineers 12.30% $ 74,560 yes
MEP: Jose Guerra Engineers 4.64% $ 28,100 yes
Civil: Fisher Hagood 4.78% $ 29,000
Landscape: BWM Group 1.48% $ 8,950
Signage/ Wayfinding: Janke Design 4.23% $ 25,665 yes
Cost: Project Cost Resources 1.14% $ 6,935
Accessibility: Lonestar 0.22% $ 1,325
Survey: Baker Aiklen 1.23% $ 7,475
Geotechnical: Kleinfelter 1.53% $ 9,300
Code: APS 0.33% $ 2,000 yes
Specifications: Interspec 0.91% $ 5,510
Reimbursable Expense Allowance 0.66% $ 4,000
Total fees $ 606,210 21.50%
SCHEDULE & SUMMARY 1 19
PROJECT SCHEDULE / WORK PLAN
City of Round Rock, Texas
Barnes Gromatzky Kosarek Architects
Intermodal Transit and Parking Facility
—3
5.
t
a
E
D
i
l
i
!
5
)
n
.,.
i
i
1 1 11
Construction Contract Awarded Feb. 23
i
I
—.....
2 Mo Permitting/Approvals
Site Permit
ir Owner a • • roves SD 1 1 1
2 Mo. Construction Documents
-f3 100%
review
100% Documents Dec 15
Issue Documents Dec 15
'--E...
13
a
Er
5
oi
Pre -Bid Dec. 17
th
1 Design pricing vs. budget
1 Owner review I
1 el-) !Authorization to begin Aug 14
Programming Interviews
Program Complete
1 Mo Design 1 -
yr Owner review
I(-1:3 Interview July 15-21
ED Architect selection July 23
Programming
Kick -Off Aug 17
Data Collection
Ib. Pre -Bid Conference
c. Construction Contract Awarded
C
2
1
......
Ia. Team Interview
b. Consultant Selection
I
C. Owner Authorization to Begin
I — - -
Program Verification
a. Initial Project Kick-off Meeting/ Discussions
Ib. Research & Data Collection
C. Programming Interviews
d. Programming Complete
Design
a. Owner Review
Ib. Design Pricing vs. Budget Confirmation
c. Owner Review
d. Owner Authorizes Start of Design Dev.
Construction Documents
a. Owner Review
b. Plans Complete & Ready for Issue
PannIttingfApprovals
a. Site/Piers Does & Permit
:..e.
E
CD
Cl.
g.
T3
d
Dinging
a. Documents Issued for Bid
8
a. Construction Start
03
03
0
9
713
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
This document is entitled Supplemental Agreement No. 1, and it supplements "City of
Round Rock Agreement for Architectural/Engineering Design Services for City of Round Rock
Downtown Intermodal Transit and Parking Facility with Barnes Gromatzky Kosarek Architects
(BGK)" for the following Project:
Downtown Intermodal Transit and Parking Facility Project is to be new construction of
an approximately 2852 sf transit facility with four adjoining covered bus spaces and bus
drive-through lane, with said facility to be located in downtown Round Rock between Main
Street and Bagdad Avenue adjacent to Brown Street. The Project will additionally include a
parking facility for approximately 192 parking spaces and additional structured parking
within the future retail shell space. The Project will be designed to accommodate the future
retail space of approximately 25,528 sf as well as an approximately 7,069 sf office/retail shell
and an additional 192 parking spaces. The parties agree that Owner may reduce Project
scope to meet budget constraints.
The Project is envisioned to be completed in two phases. While the Scope of Work in the
accompanying Agreement is for completion of Phase 1, it will also include conceptual
planning and structural allowances for a future Phase 2 of construction. Phase 1 of
construction will consist of two parking levels with approximately 96 parking spaces per
level. The Phase 1 transit facility will accommodate specific short-term and long-term transit
needs within the community. In addition to the transit facility, the Phase 1 facility will be
designed to support future retail/commercial and office/residential shell space and additional
parking spaces for both Park & Ride users and the general public. The facility will be multi-
level and ADA accessible. Initially, the facility will include a transit facility, covered bus
lanes and structured parking on the ground floor with one or two levels of parking above. It
is anticipated that there will be approximately 96 parking spaces per level and approximately
3,500 square feet of office/residential shell space per level in Phase 2 and that the structured
parking at level one will be converted to retail shell space. The ground floor will have a
minimum of twelve feet clear ceiling height and each floor will have a minimum of eight feet
clear ceiling height. The scope of the Project may be expanded to include Phase 2
construction.
Professional services for this Project shall include but not be limited to Programming and
Design, Construction Documents, Bidding and Negotiation, and certain Construction
Administration services.
00168441/jkg
12-- - os -
Budget for the Intermodal Transit and Parking Facility is planned to be approximately
$3,506,210. Such budget includes but is not limited to A/E fees and construction. A portion
of the budget will be funded with federal funds. The parties agree that Owner may reduce
Project scope to meet budget constraints;
all as are more specifically identified and described in the accompanying "City of Round Rock
Agreement for Architectural/Engineering Design Services for City of Round Rock Downtown
Intermodal Transit and Parking Facility with Barnes Gromatzky Kosarek Architects (BGK)."
This Supplemental Agreement No. 1 is made and entered into as of the 1411 day of
PIA ern , 2009, and is by and between the same parties, those being the CITY OF
ROUND OCK, a home -rule municipality (hereinafter referred to as "City" and/or "Owner")
and BARNES GROMATZKY KOSAREK ARCHITECTS (BGK), with offices located at 1508
West 5th Street, Suite 200, Austin, Texas 78703 (hereinafter referred to as the
"Architect/Consultant").
WITNESSETH:
WHEREAS, City intends to design and construct the Project described in the
accompanying Agreement. Architect/Consultant's services are desired under this Supplemental
Agreement No. 1 for purposes as recited therein. Total compensation for Architect/Consultant's
services under this Supplemental Agreement No. 1 is as recited therein.
WHEREAS, City desires to contract with Architect/Consultant for provision of the
therein -described services in connection with the Project, all as previously and hereinafter
stipulated and within the limits the City has budgeted or will budget therefor; and
WHEREAS, Architect/Consultant has agreed to provide such professional services for
the compensation delineated therein;
NOW, THEREFORE, City and Architect/Consultant, in consideration of the terms and
conditions contained in the accompanying Agreement that this document supplements, and the
terms, covenants, and conditions contained herein, do hereby contract as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect/Consultant, as an independent contractor and professional consultant in
its relationship with City, shall perform all professional services for the Project as set forth in the
referenced documents.
1.02 Compensation. City shall compensate Architect/Consultant for the Scope of Services as
set forth in the accompanying Agreement, and shall compensate Architect/Consultant in
accordance with the fee schedule set forth in the accompanying Agreement.
Unless subsequently changed by additional Supplemental Agreement to this Agreement,
duly authorized by appropriate action of the City Manager or City Council,
Architect/Consultant's total compensation for services hereunder shall not exceed $606,210.00,
including Reimbursable Expenses up to $4,000.00. These amounts represent the absolute limit of
City's liability to Architect/Consultant unless changed by Supplemental Agreement hereto.
ARTICLE II
ARCHITECT/CONSULTANT'S SERVICES
2.01 Basic Services. Architect/Consultant's Basic Services consist generally of the phases
described below, and include complete planning, civil, architectural, design, structural,
mechanical/electrical/plumbing engineering services, 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/Consultant 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/Consultant's proposal,
delineating their respective tasks. All of Architect/Consultant'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/Consultant 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/Consultant and Director,
and Architect/Consultant 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/Consultant shall provide the following Schematic
Design Phase Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA Document
B141-1997.
2.03 Design Documents Phase. Architect/Consultant 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/Consultant 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,
3
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/Consultant 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/Consultant 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/Consultant 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/Consultant 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/Consultant 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/Consultant to include in the
Project Manual.
(2) Architect/Consultant 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.
Architect/Consultant shall file five (5) complete sets of proposed Construction
Documents with Director for review and official approval prior to the
advertisement of bids for the construction of the Project, and within the agreed
Performance Schedule following approval of the Design Documents. Following
approval, Architect/Consultant 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/Consultant shall also file with Director at said time,
the following items:
(3)
4
(a) Tracing of the Project Title Sheet, signed by Architect/Consultant, with
seal affixed. (This tracing shall be returned to Architect/Consultant 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/Consultant 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/Consultant as a
reimbursable expense.
2.05 Bidding and Negotiation Phase. Architect/Consultant 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/Consultant shall assist City in awarding a construction
contract following legal public bid requirements. Architect/Consultant 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/Consultant. During the
bid process, Architect/Consultant 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.
Assisting in the opening of bids, tabulation and evaluation of bids received, and
advising on award of the contract.
(3)
5
(4) Jointly conducting pre -award conferences where necessary.
Architect/Consultant'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/Consultant 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 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/Consultant shall provide
the following services:
(1) Architect/Consultant shall provide administration of the Construction Contract as
set forth in the Construction Documents, specifically the General and
Supplementary General Conditions. Architect/Consultant's assigned authority
thereunder will not be substantially modified without Architect/Consultant's
written consent.
(2) Architect/Consultant 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/Consultant 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.
If deemed appropriate by Architect/Consultant, Architect/Consultant 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/Consultant 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/Consultant 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.
Architect/Consultant 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/Consultant's decisions on matters relating to
aesthetic effect will be final only if consistent with the intent expressed in the
Contract Documents.
(3)
(5)
6
(6) Architect/Consultant shall report to Owner all deviations from the Contract
Documents and most recent construction schedule submitted by the Contractor.
However, Architect/Consultant will not be responsible for the Contractor's failure
to perform work in accordance with requirements of the Contract Documents.
Architect/Consultant will be responsible for Architect/Consultant'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.
(7) Architect/Consultant 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/Consultant about matters arising out of or relating to the Contract
Documents. Communications by and with Architect/Consultant's subconsultants
will be through Architect/Consultant.
Architect/Consultant, 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/Consultant.
Architect/Consultant will have authority to act on behalf of Owner only to the
extent provided in this Agreement unless otherwise properly modified by written
amendment.
(9)
(10) Architect/Consultant 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/Consultant'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/Consultant
and submitted to City. Architect/Consultant shall employ all reasonable measures
to safeguard City against defects and deficiencies in the work of the Contractor.
Architect/Consultant 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/Consultant
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.
7
(11) Based on such observations at the site and on the Contractor's Application and
Certificate for Payment, Architect/Consultant 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/Consultant 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/Consultant'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/Consultant shall have authority to reject work which does not conform
to the Contract Documents. Whenever Architect/Consultant considers it necessary
or advisable, Architect/Consultant 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/Consultant nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect/Consultant to the Contractor, subcontractors, material and equipment
suppliers, their agents or employees or other persons or entities performing
portions of the work.
(13) Architect/Consultant 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/Consultant as may reasonably be required. In the event of litigation,
where Architect/Consultant is named as an additional party with the City, such
assistance will include the availability of knowledgeable witnesses in the employ
of Architect/Consultant for expert testimony.
(14) Architect/Consultant 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/Consultant 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/Consultant of submissions is of prime importance to
City and an absolute necessity under the time constraints of the Project.
(15) Architect/Consultant shall prepare Change Orders and/or Construction Change
Directives to the construction contract, in six (6) copies, after review and approval
8
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/Consultant's compensation for
preparation of Change Orders, if any, shall be determined by Section 2.09(1)
below.
(16) Architect/Consultant 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/Consultant 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/Consultant shall conduct regularly scheduled progress meetings with
City, the Contractor and major subcontractors. Minutes of same shall be prepared
by Architect/Consultant with copies submitted to City's Director.
(18) Architect/Consultant 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/Consultant may issue written Field Orders which interpret the Plans and
Specifications, with copies submitted to City's Director.
(19) Architect/Consultant 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/Consultant. Architect/Consultant shall
provide Record Construction Specifications which will identify the changes in the
specifications on a sheet, which sheet will be inserted at the beginning of each
section to which they pertain.
(20) Architect/Consultant 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/Consultant 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/Consultant 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/Consultant shall then prepare a list of
9
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/Consultant, 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/Consultant.
2.09 Additional Services. Architect/Consultant shall perform Additional Services, only as
requested by City, after a not -to -exceed amount has been mutually agreed upon in writing by
City and Architect/Consultant. Where City Council authorization is required,
Architect/Consultant shall not proceed until the appropriate document for such Additional
Services has been adopted. The following services are not covered under Article II, which
defines and outlines Consultant's Services. If any of these Additional Services are authorized in
writing by City in advance of their performance, they shall be paid for in the manner agreed to at
the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by City, unforeseen
circumstances due to hidden or unknown conditions, or codes/ordinances or other legal
requirements which may come into effect during the course of the Project. If changes
are required to be made because of error, oversight, clarification, discrepancy, or budget
overruns in the work of Architect/Consultant, City shall not be liable to compensate
Architect/Consultant for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as required in
connection with the replacement of such work, unless damage was the result of
Architect/Consultant's error.
(3) Providing other extraordinary professional services over and above the contract
requirements, where required and requested by City, including extraordinary professional
services which might result if City decides to "fast-track" the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the
Project.
3.02 Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Architect/Consultant
and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly
progress of Architect/Consultant's work.
10
3.03 Tests and inspections. City shall furnish or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and
other trade permits will be the responsibility of the construction contractor. Any charges which
may be assessed for tap fees will be paid by City and are not to be included by
Architect/Consultant in the specifications for the Project.
3.05 Miscellaneous items. City will also provide Architect/Consultant with such items as the
Project Facility Program; two (2) copies of the City of Round Rock General and Supplementary
General Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage
Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and
materials as may be necessary and practicable for the orderly and expeditious process of the
work and the awarding of the Construction Contract. To the extent practicable, these documents
shall be utilized in the preparation of the Construction Documents.
ARTICLE IV
PAYMENTS TO ARCHITECT/CONSULTANT
4.01 Scope of Services. Payments hereunder shall not exceed the following:
Scope of Services (not to exceed)
Reimbursables (not to exceed)
$ 602,210.00
$ 4,000.00
Total $ 606,210.00
4.02 Deductions. No deductions shall be made from Architect/Consultant's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors.
4.03 Additions. No additions shall be made to Architect/Consultant's compensation based upon
Project construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect/Consultant during any
phase or subphase is abandoned or suspended, in whole or in part, Architect/Consultant is to be
paid for services performed prior to receipt of written notice from City of such abandonment or
suspension.
4.05 Invoices. Architect/Consultant's invoices to City shall provide complete information and
documentation to substantiate Architect/Consultant's charges, and shall be in a form to be
specified by City. All payments to Architect/Consultant shall be made on the basis of the
invoices submitted by Architect/Consultant and approved by City. Such invoices shall conform
to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall
be clearly shown. Should additional backup material be requested by City, Architect/Consultant
shall comply promptly with such request. In this regard, should City determine it necessary,
Architect/Consultant shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
11
4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Architect/Consultant and to adjust the same to meet the
requirements of the Agreement. Following approval of invoices, City will endeavor to pay
Architect/Consultant promptly, but not later than the time period required under the Texas
Prompt Payment Act; however, under no circumstances shall Architect/Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between
Architect/Consultant and City or because of amounts which City has a right to withhold under
this Agreement or state law.
4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement
against any debt (including taxes) lawfully due to City from Architect/Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic
and Additional Services and include actual expenditures made by Architect/Consultant, its
employees, or its subconsultants in the interest of the Project for the incidental expenses set forth
below. Such expenses must be authorized by City in advance. An allowance for Reimbursable
Expenses not to exceed $4,000.00 is established as a condition of this Agreement.
ARTICLE V
ARCHITECT/CONSULTANT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect/Consultant's expenses pertaining to the Project,
and records of accounts between City and Architect/Consultant, shall be kept on a generally
recognized accounting basis and shall be available to City or its authorized representatives at
mutually convenient times.
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and
fully understood by Architect/Consultant that City may cancel or indefinitely suspend further
work hereunder or terminate this Agreement either for cause or for the convenience of City, upon
fifteen (15) days' written notice to Architect/Consultant, with the understanding that immediately
upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect/Consultant shall invoice City for all work satisfactorily completed and shall be
compensated in accordance with the terms of this Agreement for all work accomplished prior to
the receipt of said notice. No amount shall be due for lost or anticipated profits.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work
which is unsatisfactory as determined by City or which is not submitted in compliance with the
terms of this Agreement. City shall not be required to make any payments to
Architect/Consultant when Architect/Consultant is in default under this Agreement, nor shall this
Article VI constitute a waiver of any right, at law and at equity, which City may have if
Architect/Consultant is in default, including the right to bring legal action for damages or to
force specific performance of this Agreement.
12
ARTICLE VII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for
Construction," are to be used by Consultant without modification; however, City may, upon prior
consultation, approve of any changes that may be necessary for specific cases or instances. Any
special conditions pertaining to the Project that are approved by City will be included under the
Special Conditions portion of the Construction Documents.
7.02 Contract Administration. This Agreement shall be administered on behalf of City by its
Designated Representative, and Architect/Consultant shall fully comply with any and all
instructions from City. Any dispute arising hereunder shall be submitted to City, whose decision
in the matter shall be final and binding.
ARTICLE VIII
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
8.01 Consultant's Responsibility for Work. Approval by City shall not constitute nor be
deemed a release of the responsibility and liability of Architect/Consultant, its employees,
subcontractors, agents and consultants for the accuracy and competency of designs, working
drawings, specifications or other documents and work; nor shall such approval be deemed to be
an assumption of such responsibility by City for any defect, error or omission in the designs,
working drawings, and specifications or other documents prepared by Architect/Consultant, its
employees, subcontractors, agents and consultants.
8.02 Indemnification (Damage Claims). Architect/Consultant agrees, to the fullest extent
permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from
any damage, liability or cost (including reasonable attorneys' fees) to the extent caused by
Architect/Consultant's negligent acts, errors or omissions in the performance of professional
services under this Agreement and those of its subconsultants or anyone for whom
Architect/Consultant is legally liable.
Owner agrees, to the fullest extent permitted by law, to indemnify and hold
Architect/Consultant, its officers, agents and employees, harmless from any damage, liability or
cost (including reasonable attorneys' fees) to the extent caused by Owner's negligent acts, errors
or omissions in the performance of professional services under this Agreement and those of its
contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and
arising from the Project the subject of this Agreement.
8.03 Indemnification (Patent and Copyright Claims). Architect/Consultant agrees to
completely defend and indemnify City, its officers, agents and employees, against a claim that
any of the designs, plans or specifications prepared by Architect/Consultant, its employees,
associates or subconsultants pursuant to this Agreement infringe a U.S. patent or copyright
directly, indirectly or contributorily. Architect/Consultant shall pay any and all resulting costs,
damages and attorney's fees finally awarded, provided that:
13
(1) City promptly notifies Architect/Consultant in writing of the claim; and
(2) Architect/Consultant has sole control of the defense and all related settlement
negotiations.
(a) If Architect/Consultant defends City against such claims, the City Attorney shall
be kept informed of settlement negotiations, and shall execute any settlement
agreement reached by Architect/Consultant on City's behalf.
(b) Architect/Consultant's defense and indemnification under this section is
conditioned on City's agreement that if any of the designs, plans or specifications,
become, or in Architect/Consultant's opinion are likely to become, the subject of
such a claim, City will permit Architect/Consultant, at Architect/Consultant's
option and expense, either to procure the right for City to continue using the
designs, plans or specifications or to replace or modify the same so that they
become non -infringing; and if neither of the foregoing alternatives is available on
terms which are reasonable in Architect/Consultant's judgment, City, to the extent
City is legally able to do so, will cease using the designs, plans or specifications on
written request of Architect/Consultant, in which instance City has the sole option
to either require Architect/Consultant to perform new design work at
Architect/Consultant's sole expense, or to terminate this Agreement.
(c) Architect/Consultant has no liability under this section for any claim of
infringement based upon the modification or alteration of the designs, plans or
specifications prepared under this Agreement subsequent to the Project by City, or
by any engineering consultant subsequently employed by City.
(d) The foregoing states the entire obligation of Architect/Consultant with respect to
infringement of patents and copyrights.
The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to
products or materials which City has required that Architect/Consultant include in any of the
designs, plans and specifications, or which are substituted by Contractor or any of his
subcontractors during the Construction Phase of the contract.
8.04 Insurance. Architect/Consultant, at Architect/Consultant's sole cost, shall purchase and
maintain during the term of this Agreement professional liability insurance coverage in the
minimum amount of One Million Dollars ($1,000,000.00) from a company authorized to do
insurance business in Texas and otherwise acceptable to City.
8.05 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall
include the following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
14
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect/Consultant shall also notify City, within 24 hours of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives from
its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Architect/Consultant.
(3)
The term "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City
of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's self-insured retentions of any
nature.
8.06 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Architect/Consultant shall be borne solely by Architect/Consultant, with certificates of
insurance evidencing such minimum coverage in force to be filed with City.
ARTICLE IX
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
9.01 Compliance with Laws. Architect/Consultant, its consultants, agents, employees and
subcontractors shall comply with all applicable federal and state laws, the Charter and ordinances
of the City of Round Rock, as amended, and with all applicable rules and regulations
promulgated by all local, state and national boards, bureaus and agencies. Architect/Consultant
shall further obtain all permits and licenses required in the performance of the professional
services contracted for herein.
9.02 Taxes. Architect/Consultant will pay all taxes, if any, required by law arising by virtue of
the services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
ARTICLE X
TERM
10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or
extended by mutual agreement approved by City, the term of this Agreement shall be through
March 4, 2011, beginning from the date of execution hereof.
15
10.02 Project Performance Schedule.
(1) Time of completion of services referenced herein shall be as follows: Completion of
services shall be not later than seventy-eight (78) weeks from date of execution
hereof. Nothing recited herein shall be construed to prevent the negotiated renewal
and/or extension of this Agreement by express written agreement of the parties.
(2) Architect/Consultant understands that the Project Performance Schedule is of critical
importance, and agrees to undertake all necessary efforts to expedite the performance
of services required herein, so that construction of the Project will be commenced as
scheduled. In this regard, Architect/Consultant shall proceed with sufficient qualified
personnel and consultants necessary to fully and timely accomplish services required
under this Agreement in a professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect/Consultant covenants and represents that
Architect/Consultant, its officers, employees, agents, consultants and subcontractors will have no
financial interest, direct or indirect, in the purchase or sale of any product, materials or
equipment that will be recommended or required for the construction of the Project.
11.02 Confidentiality. Architect/Consultant's reports, evaluations, designs, drawings, data, and
all other documentation and work developed by Architect/Consultant hereunder shall be kept
confidential, and shall not be disclosed to any third parties without the prior written consent and
approval of City.
ARTICLE XII
GENERAL PROVISIONS
12.01 Time is of the Essence. Architect/Consultant understands and agrees that time is of the
essence and that any failure of Architect/Consultant to complete the services for each phase of
this Agreement within the agreed Project Performance Schedule may constitute a material breach
of this Agreement. Architect/Consultant shall be responsible for its delays or for failures to use
professional efforts in accordance with the terms of this Agreement. Where damage is caused to
City due to Architect/Consultant's failure to perform in these circumstances, City may withhold,
to the extent of such damage, Architect/Consultant's payments hereunder without waiver of any
of City's additional legal rights or remedies.
12.02 Force Majeure. Neither City nor Architect/Consultant shall be deemed in violation of
this Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect/Consultant
shall not assign, sublet or transfer any interest herein without City's prior written authorization.
16
12.04 Amendments. This Agreement, representing the entire agreement between the parties,
may only be amended or supplemented by mutual agreement of the parties hereto in writing.
12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock,
Williamson County, Texas, and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in
Williamson County, Texas. This Agreement shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas.
12.06 Notices. All notices and correspondence to City by Architect/Consultant shall be mailed
or delivered as follows:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
All notices and correspondence from City to Architect/Consultant shall be mailed or delivered to
Consultant:
Barnes Gromatzky Kosarek Architects
1508 West 5th Street, Suite 200
Austin, Texas 78703
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be
signed in its corporate name by the person duly authorized to execute the same in its behalf, and
Barnes Gromatzky Kosarek 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 Agreement.
CITY OF ROUND ROCK, TEXAS
By:
Y1-1
Printed Name: Altifri tv14 CrIA1
Title: MAyir
Date Signed: 6.117 • 01
Sara L. White, City Secretary
FOR C APP 0 D AS TO FORM:
By:
Steph L. Sheets, City Attorney
17
BARNES GROM ZKY KOSAREK
By:
Printe Name:
Title: r weA r/rL•
Date Signed: ak (1, OA