R-11-11-10-10A1 - 11/10/2011RESOLUTION NO. R -11-11-10-10A1
WHEREAS, the City of Round Rock desires to retain professional architectural and design
services related to the new construction of a Sports Complex located at 2400 Chisholm Trail, and
WHEREAS, Marmon Mok, LP 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 Marmon Mok, LP, 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 an
Agreement for Architectural Services for City of Round Rock Sports Complex Project with Marmon
Mok, LP and Supplemental Agreement No. 1, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 10th day of November, 2011.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
SARA L. WHITE, City Secretary
O:\wdox\SCCInu\0112\1 104\MUNLCIPAL\00236774.DOC/rmc
Marmon Mok Architectural
" Sports Complex"
Professional Services Fee Breakdown
Assessment Phase
Programming Phase
Schematic Design Phase
Design Development Phase
Construction Documents Phase
Bidding Phase
Construction Administrative Phase
Additional Services
* Private Wastewater Lift Station
* Reimbursable Allowances
$ 31,510.00
$ 52,965.00
$ 154,600.00
$ 203,320.00
$ 387,720.00
$ 29,230.00
$ 192,655.00
$ 3,000.00
$ 25,000.00
Total Architectural Fees $ 1,080,000.00
(9% of Construction Estimate)
Pre -Development Services with Sports Facility Advisory
* Feasability Study
* Economic Impact Analysis
$ 25,000.00
$ 15,000.00
Total $ 40,000.00
Grand Total (9.33% of Construction Estimate) $ 1,120,000.00
Previous CORR Architectural Fees
Year Completed
Facility
Contract Amount
Percentage
Architect
2003
McConico Building
Architect Fee
$340,100
10%
Architecture Plus
Construction Cost
$3,357,467
2006
Senior Center
Architect Fee
$715,331.00
12%
Spencer Godfrey
Construction Cost
$5,877,428.00
Fire Station No. 7
2008
Architect Fee
$140,958.75
8%
KA Hickman
Construction Cost
$1,687,328.00
2008
Police Facility
Architect Fee
$1,127,000.00
10%
Brinkley Sargent
Construction Cost
$11,467,812
2010
City Hall/Business
Center Remodel
Architect Fee
$304,305.00
7.5%
KA Hickman
Construction Cost
$4,057,073.00
City of Round Rock Agreement
for Architectural Services for
City of Round Rock Sports Complex Project
with Marmon Mok, LP
Based upon AIA Document B141-1997
1997 Edition - Electronic Format
Standard Form of Agreement between Owner and Architect
AGREEMENT made as of the ( ) day of the month of in the year Two Thousand Eleven.
BETWEEN the Architect's client identified as the City or the Owner.
City of Round Rock
221 East Main Street
Round Rock. Williamson and Travis Counties. Texas 78664
and the Architect:
Marmon Mok. LP
One Riverwalk Place
700N. St. Mary's. Suite 1600
San Antonio, Texas 78205
For the following Project:
Professional architectural services and design services related to the following: (1) new construction of a Sports Complex, being
an approximately 75.000 square foot building planned to house a multipurpose athletic snorts area, locker rooms, catering
kitchen/concessions, multipurpose meeting rooms, administration area, storage rooms, equipment rooms. restrooms, and other
support spaces as developed in assessment/programmingphases, such facility to be built on City -owned property located at 2400
Chisholm Trail. Round Rock. Texas 78681.
Professional services for this Project shall include but not be limited to Assessment Phase. Programming Phase. Schematic
Design Phase. Design Development Phase. Construction Documents Phase. Bidding and/or Negotiation Phase. Contract
Administration Services, and Pre -Development Services. The Architect herein shall be the Architect of Record, and shall be in
charge of consultants.
The Owner and the Architect agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
The Architect shall furnish the delineateservices, including but not limited to meeting with the Owner's representatives and
others designated by the Owner to determine needs and requiroents: rendering professional consultation and advice: furnishing
all necessary design and contract administration services for the referenced Project: and providing otheapecialized services.
Architectural services shall include the submittal of plans for Texas Accessibility Standards (TAS) review, which is a
requirement of federal law to comply with the ADA if the construction budget exceeds 550.000.
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1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
The referenced Project consists of professional planning, design, contract administration and pre -development services related to
the following:
New construction of a Sports Complex, being an approximately 75.000 sf building planned to house a multipurpose athletic
sports area locker rooms, catering kitchen / concessions multipurpose meeting rooms, administration area, storage rooms,
equipment rooms, restrooms, and other support spaces as developed in assessment/programming phases, such facility to be built
on City -owned property located at 2400 Chisholm Trail. Round Rock. Texas 78681.
Budget for the Sports Complex Project is planned to be approximately $12 000.000.00. Such budget encompasses FFE
f furniture/fixtures/equipment) including audio-visual, and construction costs. Construction includes building, parking, fixed
FFE, and site work. Budget costs referenced herein do not include land acquisition.
1.1.2.2 The physical parameters are:
The Sports Complex Project is planned to be built on Citv-owned prooerty located at 2400 Chisholm Trail. Round Rocks
Williamson County. Texas. 78681.
1.1.23 The Owner's Program is:
The program of development shall include but not be limited to the following elements: Assessment Phase. Programming Phase,
Schematic Design Phase. Design Development Phase. Construction Documents Phase Bidding and/or Negotiation Phase,
Contract Administration Services, and Pre -Development Services The parties agree that elements may be omitted by the Owner
for reasons including meeting the Project budget:
Assessment Phase:
Prepare a technical analysis of the existing site and building for possible incorporation into new construction
of the Sports Complex.
Programming Phase
Make all necessary inquiries to facilitate the required collection of information necessary to prepare a
complete accurately assessed and designed Sports Complex Project: develop a prioritized set of goals and
objectives for the Sports Complex Project: conduct planning and design workshop(s) to determine specific
goals/objectives and summarize the work accomplished and conclusions drawn in a presentation notebook of
facility design guidelines to be used as the basis for improvements to be made to the Sports Complex Project.
Schematic Design Phase
Review with the Owner alternative approaches to design and construction of Project.
Based upon mutually agreed program, schedule, and construction budget requirements, prepare Schematic
Design Documents (including but not limited to drawings and other documents illustrating the scale and
relationship of Project components), and submit same for the Owner's approval.
Provide the Owner with a preliminary estimate of Probable Construction Cost based on Schematic Design
Documents and current area volume, or similar conceptual estimating techniques.
Deliverables include conceptual sketches and illustrations: Schematic Design drawings of buildings and site;
jnterior layouts: narrative descriptions and/or schematic representations of Architectural. Landscape. Civil,
Structural. A/V. Data/Com. Security/Access Control. FFE. MEP systems: statement of Probable Construction
Cost.
Attend the Owner's review meeting(s) with designated representative (number of meetings anticipated to be
up to four).
pesign Development Phase
Participate with the Owner on design review: make adiustments to Schematic Design Documents based upon
the Owner's review comments.
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Based upon the approved Schematic Design Documents and any adjustments authorized by the Owner in the
program, schedule, or construction budgets, prepare Design Development Documents (including but not
limited to drawings and other documents) to fix and describe the size and character of the Project as to
disciplines of architectural, structural. MEP systems, materials and such other elements as may be
appropriate, and submit same for the Owner's approval.
Advise the Owner of any adjustments to the preliminary estimate ofprobable Construction Cost and provide
infonnation to the Construction Manager for development of their detailed cost estimate.
Deliverables include Design Development Documents for applicable disciplines including drawings, outline
of specifications, and updated statement of Probable Construction Cost.
Attend the Owner's review meeting(s) with designated representative (number of meetings anticipated to be
up to four).
Construction Documents Phase
Based on the approved Design Development Documents and anv further adiustments in scope or quality of
the Project or in the construction budget authorized by the Owner, prepare Construction Documents
(including but not limited to Drawings and Specifications) setting forth in detail the requirements for
construction of the Project, and submit same for the Owner's approval.
Assist the Owner in preparation of necessary bidding information, bidding forms. Conditions of the Contract
including general, special and supplementary conditions, the form of agreement between the Owner and the
Contractor, and related documents.
Deliverables include bidding forms. Conditions of the Contract including general. special, and supplementary
conditions, the form of agreement between the Owner and the Contractor, and related documents.
Attend the Owner's review meetings) with designated representative.
Bidding and/or Negotiation Phase
Following the Owner's approval of the Construction Documents and of the latest estimate of Construction
Cost, assist the Owner and/or Construction Manager (if applicable) m obtaining bids or negotiated proposals,
and assist in awarding and preparing contracts for construction.
Contract Administration Services
As delineated in Supplemental Agreement No. 1 accompanying this Agreement.
Pre -Development Services
Feasibility study with Sports Facility Advisory, as delineated in Supplemental Agreement No. 1
accompanying this Agreement.
• Economic Impact Analysis with Sports Facility Advisory, as delineated in Supplemental Agreement No. 1
accompanying this Agreement.
Schedule
Proposed schedule for the Project is as follows:
Phase or Action Duration
Assessment Phase 6 weeks
Programming Phase 4 weeks
Schematic Design Phase 8 weeks
Design Development Phase 9 weeks
Construction Documents Phase 15 weeks
Bidding and/or Negotiation Phase 6 weeks
Construction Admin/Pre-Development Services 60 weeks
Total Maximum Duration 108 weeks
The Architect will maintain project schedule in a format acceptable to the City throughout the duration of the Project.
1.1.2.4 The legal parameters are: Not applicable.
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1.1.2.5 The financial parameters are as follows:
1. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is:
Budget for the Sports Complex Project is planned to be approximately $12.000.000.00. Such budget encompasses
FFE (furniture/fixtures/equipment) including audio-visual, and construction costs. Construction includes building,
parking, fixed FFE, and site work. Budget costs referenced herein do not include land acquisition.
professional services for this Project shall include but not be limited to Assessment Phase. Programming Phase,
Schematic Design Phase. Design Development Phase. Construction Documents Phase. Bidding and/or Negotiation
Phase. Contract Administration Services, and Pre -Development Services.
2. The Fee Schedule relative to this Agreement is as follows:
A. Basic Professional Services
In consideration for the professional services to be performed by the Architect. the City agrees to pav the
Architect a total sum not to exceed $1.120.000.00. Said sum is a fixed not -to -exceed amount, and shall be
paid for services as delineated herein.
The fees delineated herein are fixed not -to -exceed amounts. Compensation for each phase shall be:
Phase Compensation
Assessment Phase
Programming Phase
Schematic Design Phase
Design Development Phase
Construction Documents Phase
Bidding/Negotiation Phase
Construction Administration Phase
Addt' 1 Services — Private WW lift station (optional)
Pre -Development Services with SFA
Feasibility Study
Economic Impact Analysis (optional)
31,510.00
52,965.00
154,600.00
203,320.00
387,720.00
29,230.00
192,655.00
3,000.00
25,000.00
15,000.00
Total $1,095,000.00
Reimbursable Expenses 25.000.00
GRAND TOTAL $1,120,000.00
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses, including administrative charges and out -of pocket expenses, shall nQt
exceed the maximum sum of Twenty-five Thousand and No/100 Dollars ($25.000.00), and such amount is
included in the not -to -exceed amount.
Allowable reimbursable expenses within the not -to -exceed amount may include the following:
• Reprographic and plotting of documents for other than the Architect's own in-house use;
• Shipping, mailing and delivery expenses for other than the Architect's own in-house use;
• Additional subconsultants, if requested by the City,
• Oth r disbursements or agency fees made on behalf of the City.
• Out-of-town travel. lodging, meals associated with the Project; and
• Long distance telephone and teleconference expenses.
Total: $25.000.00 (at actual cost in a not -to -exceed amountl
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C. Not -to -exceed total payment for Professional Services and Reimbursable Expenses payable hereunder
Unless subsequently changed by Supplemental Agreement hereto, the Architect's total compensation for
services and reimbursables hereunder shall not exceed $1.120.000.00.
Such amount represents the absolute limit of the City's liability to the Architect unless same shall be changed
by additional Supplemental Agreement. and the City shall pay, strictly within the confines of the not -to -
exceed sums recited herein, the Architect's professional fees and reimbursable expenses for work done on
behalf of the City. No deductions shall be made for the Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to the Architect. No additions shall be made to the
Architect's compensation based on Project claims, whether paid by the City or denied
D. Additional Services: Additional services are defined as anv services not listed as a basic service including
revisions to previously -approved plans that necessitate additional work for the Architect, substantive changes
in Project scope. or additional work necessitated by unknown or reasonably unforeseen circumstances. The
parties expressly agree that such additional services would be performed under a supplemental agreement
negotiated at a time subsequent to this Agreement.
Submittals with applications to agencies with jurisdiction (i.e. TCEO. City' are included as a basic service.
Submittal, filing, and review fees charged by authorities having jurisdiction shall be a reimbursable expense.
1.1.2.6 The time parameters are:
Services hereunder shall commence immediately upon receipt by the Architect of this fully -executed Agreement. Completion
shall be not later than November 10.2014. Other time parameters or adjustments to time parameters may be determined at a later
date by mutual agreement of the parties.
1.1.2.7 The proposed procurement or delivery method for the Project is:
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 altemate delivery method
1.1.2.8 Other parameters are:
Unknown at this time
1.13 PROJECT TEAM
1.13.1 The Owner's Designated Representatives are:
Steve Norwood City Manager
City of Round Rock
221 East Main Street
Round Rock. Texas 78664
Larry Madsen
Liaison Construction Manager. Building Construction & Facility Maintenance
City of Round Rock
2008 Enterprise Drive
Round Rock Texas 78664
Telephone Number (512 218-5552
Facsimile Number (512' 218-5563
Email Address: lanymaround-rvcktx.us
1.13.2 The persons or entities, in addition to the Owner's Designated Representatives, who are required to review the
Architect's submittals to the Owner are:
Not designated at this time.
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1.133 The Owner's consultants and contractors are:
Architect of Record / Prime Firm:
Marmon Mok, LP
Gregory J. Houston. AIA. Partner/Pmject Manager
1.13.4 The Architect's Designated Representative is:
Gregory J. Houston. AIA, Partner/Pmject Manager
One Riverwalk Place
700 St. Mary's. Suite 1600
San Antonio. Texas 78205
1.135 The consultants retained at the Architect's expense are:
See Paragraph 1.1.3.3 herein.
Upon execution of this Agreement. the Architect agrees that it will submit to the City within ten (10) days a list of all additional
consultants it intends to utilize, not previously identified in the Architect's proposal, delineating their respective tasks. All of the
Architect's consultants shall be subject to the appmval of the Citv, and the City reserves the right to rgject any consultant
1.1.4 Other important initial information is:
Not applicable.
1.15 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 the Owner and the Contractor. Duties,
responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written
agreement of the Owner and the Architect with consent of the Contractor, which consent shall not be unreasonably withheld. The
Architect consents to the modifications of AIA Document A201. General Conditions of the Contract for Construction, between
the Owner and the Contractor.
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and the Architect in
determining the Architect's compensation.
It is expressly understood and agreed by and between theparties hereto that any alteration in schedule. compensation and Change
jn Services shall be effected onlv by Supplemental Agreement hereto, Anv such Supplemental Agreement to this Agreement
must be duly authorized by appropriate City Council or City Manager action.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Architect shall fully cooperate with one another to fulfill all of their respective obligations required
under this Agreement. Both parties shall endeavor during the full tern hereof to maintain good working relationships among all
members of the Project team.
1.2.2 OWNER
1.22.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project The Owner shall furnish to the Architect, within fifteen (15) days after
receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
1.22. he Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost
of the Work. the Owner's other costs, and reasonable contingencies related to all costs.
1223 The Owner's Designated Representatives identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or Owner's Designated Representatives shall render decisions in a timely manner
pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential pmgress of
the Architect's services.
1224 he Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required
by the scope of the Project and are approved by the Owner.
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1.2.23 Unless otherwise provided in this Agreement, and if requested in writing, the 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 The 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 the Owner's needs and interests.
1.2.2.7 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project,
including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
1.2.2.8 The Owner will furnish building pennits 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 the Owner and are
not to be included by the Architect in the specifications for the Project. However, the Owner agrees to reimburse the Architect
the actual costs of review fees associated with Texas Building Accessibility reviews, and reviews by other authorities having
iurisdction.
1.2.2.9 The Owner will provide the Architect with miscellaneous items such as the Project Facility Program. two (2) copies of
the City of Round Rock General and Supplementary Conditions for Building Construction. Wage Rates. Contract and Bond
Forms, and such other infonnation 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 extant practicable, these documents shall be utilized in the
preparation of the construction documents.
1.2.2.10 The Owner will provide timely review and response to inquiries in order to maintain an orderly progression.
1.2.2.11 The Owner will furnish relevant design standards and Owner -furnished equipment specifications.
1.23 ARCHITECT
1.23.1 The services performed by the Architect, the Architect's employees and the Architect's consultants shall be as
enumerated in Article 1.4 pnd as enumerated elsewhere herein, in attached and ac ompanying documents, in supplemental
documents, and in related documents.
1.23.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shall be consistent with the time periods established m Subparagraph 1.1.2.6 and which may
be adjusted, if necessary and approved by the Owner, as the Project proceeds. This schedule shall include allowances for periods
of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by
authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except
for reasonable cause, be exceeded by the Architect or the Owner.
1.233 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with - Yect to the Project.
1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the
Owner.
1.233 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.23.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.23.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
fumished by the Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors,
omissions or inconsistencies in such services or information.
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ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed by the Architect.
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials famished by
the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, for the
Contractor's overhead and profit.
13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs
of the land, rights-of-way and financing or other costs that are the responsibility of the Owner.
13.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and
the Architect's consultants are Instruments of Service for use solely with respect to this Project. All of the Architect's
designs and work product under this Agreement, including but not limited to Tracings. Drawings. Estimates. Specifications.
Investigations. Studies and other documents, shall be the provertv of the Owner, to be used as the Owner desires; by
execution of this Agreement and in confinnation of the fee for services to be paid under this Agreement, the Architect
hereby conveys, transfers and assigns to the Owner all rights under the Federal Copvright Act of 1976 (or any successor
copyright statute). as amended, all common law copvrights 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 the Architect. The
Architect shall be liable to the Owner for any loss or damage to any such documents while they are in the possession of or
while being worked upon by the Architect or anyone connected with the Architect, including agtats, employees, consultants
or subcontractors. All documents so lost or damaged shall be replaced or restored by the Architect without cost to the
Owner.
13.2.2 Upon execution of this Agreement, the Architect grants to the Owner permission to reproduce the Architect's
Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the Owner shall
comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall
obtain similar permission from the Architect's consultants consistent with this Agreement. If and upon the date the
Architect is adjudged in default of this Agreement, the Owner is permitted to authorize other similarly credentialed design
professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of
Service for the purposes of completing, using and maintaining the Project.
13.23 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to
another party without the prior written agreement of the Architect. However, the 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 m their execution of the Work Submission or distribution of Instruments
of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted Any
unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and
the Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing
to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by
separate written agreement set forth the specific conditions governing the format of such Instruments of Service or
electronic data, including any special limitations not otherwise provided in this Agreement.
13.23 All plans and drawings will be prepared and submitted by the Architect to the 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.
13.2.6 Upon completion of the consiuction of the Project. the Architect shall, within thirty (30) calendar days following
final inspection. deliver to the Owner the reproducible Record Drawings and Record Specifications as described
gupplanentally herein. In addition. the Architect shall submit originals of all documents listed under Section 1.3.2.1
modified to actual as -built conditions as provided by the General Contractor.
13.2.7 The Architect shall have no liability for changes made to the drawings. Any such change shall be sealed by the
architect making that change and shall be appngpriately marked to reflect what was changed or modified. To the extent
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permitted by law, the Owner agrees to indemnify, defend and hold harmless the Architect for any claims, damages, suits and
loss of every kind and nature for the unauthorized reuse of the Architect's Instruments of Service.
133 CHANGE IN SERVICES
133.1 Change in Services of the Architect, including services required of the Architect's consultants, may be
accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing. It is
expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and
Change in Services shall be effected only by Supplemental Agreement hereto. Anv such Supplemental Agreement to this
contract must be duly authorized by appropriate City Council or Citv Manager action. It is expressly agreed by the parties
that. as to services hereunder, the total sum of$1.120.000.00. which includes authorized reimbursable expenses, shall
represent the absolute limit of the Owner's liability to the Architect unless same shall be changed by Supplemental
Agreement hereto.
133.2 Change in Services of the Architect may include a change in the cost of the work over $12,000,000.00 if the
increase is authorized by the Owner.
13.4 MEDIATION
13.4.1 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 the Architect's services, the Architect may
proceed in accordance with applicable law to comply with lien notice or filing deadlines prior to resolution of the matter by
mediation.
13.4.2 The Owner and the Architect shall endeavor to resolve claims, disputes and other matters in question between them
by mediation. Request for mediation shall be filed in writing with the other partyto this Agreement, and mediation shall
proceed in advance 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.
13.43 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.
135 ARBITRATION
133.1 The Owner and the Architect hereby expressly agree that no claims or disputes between the Owner and the
Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration
proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any
applicable state arbitration statute, except that in the event that the Owner is subject to an arbitration proceeding related to
the Project, the Architect consents to be joined in the arbitration proceeding if the Architect's presence is required or
requested by the Owner for complete relief to be accorded in the arbitration proceeding.
13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
13.6.1 The Architect and the 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.
13.7 MISCELLANEOUS PROVISIONS
13.7.1 This Agreement shall be governed by the laws of the state of Texas. and venue shall lie in Williamson County.
Texas.
13.7.2 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 the Owner and the Contractor.
13.73 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 oc cumng prior to Substantial Completion or the date of issuance of the final Certificate
for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations
commence to run any later than the date when the Architect's services are substantially completed.
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13.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive
all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except
such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General
Conditions of the Contract for Construction, as modified between the Owner and the Contractor. The Owner or the
Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers
in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either the Owner or the Architect.
13.7.6 Unless otherwise provided in this Agreement, the Architect and the Architect's consultants shall have no
responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or
toxic substances in any form at the Project site.
13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project
among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the
completed Project to make such representations. However, the Architect's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the
Architect in the Owner's promotional materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
submitted to the Architect for review at least fourteen (14) days prior to the requested dates of execution. The Architect shall
not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this
Agreement.
13.7.9 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement
without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender
providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this
Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment.
13.8 TERMJNATION OR SUSPENSION
13.8.1 If the Owner fails to make payments to the Architect in substantial compliance with this Agreement, such failure
may be considered substantial nonperformance and cause for suspension of performance of services under this Agreement
If the Architect elects to suspend services, prior to suspension of services, the Architect shall give fifteen (15) days' written
notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or
damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid ali
non -disputed sums due prior to suspension. The Architect's fees for the remaining services and the time schedules shall be
equitably adjusted.
13.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by the Architect that the
Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the
convenience of the Owner, upon fifteen (15) days' written notice to the Architect, with the understanding that immediately
upon receipt of said notice all work=and labor being performed under this Agreement shall cease. The Architect shall
invoice the 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 the Owner upon termination of this Agreement, and shall be promptly delivered to the Owner in a
reasonably organized form without restriction on future use. Sh2uld the Ownsr subsequently contract with a new architect
for continuation of services on the Project, the Architect shall cooperate in providing information.
13.83 Nothing contained in Section 1.3.8.2 immediately above shall require the Owner to pay for any work which is
unsatisfactory as determined by the Owner's representative or which is not submitted in compliance with the terms of this
Agreement. The Owner shall not be required to make any payments to the Architect when the Architect is in default under
this contract nor shall_tbis section constitute a waiver of any right, at law or at equity, which the Owner may have if the
Architect is in default, including the right to bring legal action for damages or to force specific performance of this
Agreement
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13.9 PAYMENTS TO ARCHITECT
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
13.9.2 Reimbursable Expenses. in an amount not to exceed $25.000.00 are included in the not -to -exceed sum for
compensation for the Architect's services and include expenses incurred by the Architect and the Architect's employees and
consultants directly related to the Project, as identified in the following clauses:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
.4 renderings, models and mock ups requested by the Owner,
.5 reimbursable expenses as designated in Paragraph 1.5.5.;
.6 other similar direct Project -related expenditures.
13.93 Records of Reimbursable Expenses, of expenses pertaining to a Change m Services, and of services performed on
the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's
authorized representatives at mutually convenient times.
13.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and
the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and
similar contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between
the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both the Owner and the Architect. This Agreement
comprises the documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services. AIA
Document B141-1997, as herein amended.
1.4.1.2 Other documents as follows:
"Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard
Form of Architect's Services. AIA Document B141-1997.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
Americans with Disabilities Act (ADA') and Texas Accessibility Standards (TAS) provide that it is a violation of ADA/TAS
to design and construct a facility for first occupancv 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. The Architect will use its best professional efforts to interpret and meet applicable ADA/TAS
requircments and other federal. state and local laws, rules, codes, ordinances and regulations as they aoply to the Project.
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ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described herein, compensation shall be computed as follows:
The Architect's total compensation for services hereunder shall not exceed the sum of $1.120.000.00 established herein,
which sum includes authorized reimbursable expenses.
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation may
be adjusted.
1.53 Fora Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1.00)
times the amounts billed to the Architect for such services.
15.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5
as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by
the Architect, and the Architect's employees and consultants.
1.55 Other Reimbursable Expenses, if any, are as follows: None
15.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement
shall be adjusted in accordance with their normal salary review practices.
15.7 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent
payments for services shall be made monthly, and where applicable, shall be m proportion to services performed on the
basis set forth in this Agreement.
15.8 Payments are due and payable thirty (30) days from the date of the Architect's invoice, or not later than the time
period required under the Texas Prompt Payment Act, whichever is later. Non -disputed amounts unpaid sixty (6Q) 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 the Architect.
Payments hereunder shall be made m accordance with the Prompt Payment Act.
This Agreement entered into as of the day and year first written above.
OWNER ARCIUTECT
City of Round Rock, Texas
Marmon Mok, LP
By: By:
Alan McGraw, Mayor
FOR CITY, ATTEST:
Sara L. White, City Secretary
FOR CITY, APPROVED AS TO FORM:
Stephan L. Sheets, City Attorney
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Grego oust' AIA — ' artner .jest Manager
Marmo ok, .L.P.
By: a n ok Management Group, LLC,
a Texas limited liability company,
its General Partner
CITY OF ROUND ROCK
STATE OF TEXAS
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
SUPPLEMENTAL AGREEMENT NO.1
§
§
§
§
§
§
KNOW ALL BY THESE PRESENTS:
This document is entitled Supplemental Agreement No. 1, and it supplements "City of Round Rock
Agreement for Architectural Services for City of Round Rock Sports Complex Project with Marmon Mok, LP,"
based on AIA Document B141-1997, for the following Project:
Complete professional architectural services and design services including planning, civil, architectural,
design, structural, mechanical/electrical/plumbing engineering services, IT, fire protection, document
production, bidding -related services, construction administration and pre -development services related to
the following:
The Sports Complex is to be new construction of an approximately 75,000 sf building planned to house a
multipurpose athletic sports area, locker rooms, catering kitchen/concessions, multipurpose meeting rooms,
administration area, storage rooms, equipment rooms, restrooms, and other support spaces, and such
facility is to be built on City -owned property located at 2400 Chisholm Trail, Round Rock, Texas 78681.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the Agreement it
supplements, that being the day of , 2011, and likewise is by and between the
same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of Williamson and
Travis Counties, Texas (hereinafter referred to as the "City" and/or the "Owner") and MARMON MOK, LP, with
offices located at 700 N. St. Mary's, Suite 1600, San Antonio Texas 78735 (hereinafter referred to as the
"Architect").
WITNESSETH:
WHEREAS, as is recited m the Agreement this document supplements, City intends to design and
construct the described project (hereinafter referred to as the "Project"). Architect's services are desired for purposes
including but not limited to planning, civil, architectural, design, structural, mechanicailelectrical/plumbing
engineering services, IT, fire protection, document production, bidding related services, construction administration
and pre -development services related to the Project. Total compensation for Architect's services under this
Agreement shall not exceed $1,120,000.00, including reimbursable expenses in an amount not to exceed
$25.000.00; and
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract with
Architect for the delineated professional services in connection with design and construction of the Project, and for
the administration of the Construction Contract during construction of the Project, all as previously and hereinafter
stipulated and within the limits the City has budgeted or will budget therefor; and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed to provide
such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions
contained in the Agreement this document supplements and herein, hereby agree as follows:
236361rkg
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City,
shall perform all professional services for the Project as set forth m this Agreement.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as recited m
Paragraph 1.1.2.5 of accompanying AIA -based Document B141-1997.
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly authorized by
City Council Resolution or City Manager action, Architect's total compensation hereunder shall not exceed
$1.120.000.00, including a not -to -exceed amount of $25.000.00, for approved Reimbursable Expenses. These
amounts represent the absolute limit of City's liability to Architect under this Agreement, unless same shall be
changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE 1
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and include
complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing engineering services, TT,
fire protection, document production, bidding -related services, construction administration and pre -development
services, and such other services as may necessary to assist City in the design and construction of the Project,
within the limits City has budgeted or will budget therefor, and in compliance with the Project Facility Program,
which is hereby made a part of this Agreement for all purposes. Architect agrees that, upon execution of this
Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not
previously identified in Architect's proposal, delineating their respective tasks. All of Architect's consultants shall
be subject to the approval of City through its City Manager, and City reserves the right to reject any consultant.
Architect shall perform all work hereunder m a manner satisfactory and acceptable to City, represented by its City
Manager or his designee, hereinafter referred to as the "Director." A Performance Schedule shall be agreed to by
Architect and Director, and Architect agrees to use its best efforts to complete all services hereunder in accordance
with such Performance Schedule. All services shall be performed to the highest professional standard.
2.02 Assessment Phase Requirements. Architect shall provide the following Assessment Phase Services: as
delineated m Paragraph 1.1.2.3 of accompanying AIA -based Document B 141-1997.
2.03 Programming Phase Requirements. Architect shall provide the following Programming Phase Services:
as delineated in Paragraph 1.1.2.3 of accompanying AIA -based Document B141-1997.
2.04 Schematic Design Phase Requirements. Architect shall provide the following Schematic Design Phase
Services: as delineated in Paragraph'1.1.2.3 of accompanying AIA -based Document B141-1997.
2.05 Design Documents Phase Requirements. Architect shall provide the following Design Documents Phase
Services: as delineated in Paragraph I. 1.2.3 of accompanying AIA -based Document B141-1997, and as follows:
(1) Architect shall prepare Design Documents based on the approved Schematic Design Documents
and updated budget for the Cost of the Work, said Design Documents to include adequate
specifications for elements of the Project for consideration and approval by Director. Five (5)
copies each of said documents will be submitted to City, each consisting of drawings and other
documents to fix and describe the size, cross sections and character of the Project as to
architectural, structural, mechanical and electrical systems, materials, and such other essentials as
may be necessary and appropriate. Said documents shall illustrate and describe the refinement of
the design of the Project, establishing the scope, relationships, forms, size and appearance of the
Project by means of plans, sections and elevations, typical construction details, and equipment
layouts. Said documents shall include outline specifications that identify major materials and
2
systems and establish in general their quality levels. The Design Document Phase shall be
completed within the agreed Performance Schedule.
(2) Architect shall submit to City a Revised Statement of Probable Construction Cost m a form
acceptable to Director. Any variance m 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.
2.06 Construction Documents Phase. Architect shall provide the following Construction Documents Phase
Services: as delineated in Paragraph 1.1.2.3 of accompanying AIA -based Document B141-1997, and as follows:
(1)
Architect shall prepare from the approved Design Development Documents and updated budget
for the Cost of the Work, for consideration of and approval by Director, Construction Documents,
which documents shall set forth in detail the requirements of the entire Project, including the
necessary bidding information prepared in such a way to allow City, if it so desires, to advertise
for the award of one or more contracts for the construction and completion of the entire Project, or
any phase thereof, and Architect shall assist City in preparation of the Bidding Forms, shall utilize
without modification City's standard General and Supplementary General Conditions, and shall
draft all Special Conditions of the Contract. City's standard form of Contract between City and the
Contractor shall also be utilized, along with City's form of Bid Bond, Performance Bond and
Payment Bond. Architect shall also compile the Project Manual that includes the Conditions of the
Contract for Construction and Specifications and may include bidding requirements and sample
forms. City shall provide all standard documents for Architect to include in the Project Manual.
(2) Architect shall assist the Construction Manager m his preparation of a revised Statement of
Probable Construction Cost, indicating cost changes resulting from changes in Project
requirements or general market conditions, in a form acceptable to Director.
(3)
Architect shall file five (5) complete sets of proposed Construction Documents with Director for
review and official approval prior to the issuance of the sealed documents for the construction of
the Project, and within the agreed Performance Schedule following approval of the Design
Documents. Following approval, Architect shall prepare digital documentsfor transmission to
City's local printer in Round Rock, Texas. Should additional sets be required, Architect will be
reimbursed for same as an eligible reimbursable expense, upon approval in advance by City.
Architect shall also file with Director at said time, the following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This tracing
shall be returned to Architect to print contract documents when the signatures of City
officials have been properly affixed).
(b) Two (2) copies of detailed cost estimates in a form acceptable to City.
(c) Four (4) unbound copies of the approved Project Construction Manual for subsequent
binding with signed construction contracts. The Project Construction Manual shall
include General and Supplementary General Conditions; Specifications and Special
Provisions; Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid
Bond, Contract, Performance and Payment Bond Forms; approved Wage Rates; Federal
regulations if applicable to the Project; and other required documents for construction of
the Project.
(4) Architect shall be solely responsible for obtaining the prior approval of the Texas Department of
Licensing and Regulation prior to submittal of all Construction Documents to City for approval.
Any fees charged by the Department for this approval shall be paid by Architect as a reimbursable
expense.
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2.07 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding/Negotiation Services: as
delineated in Paragraph 1.1.2.3 of accompanying AIA -based Document B141-1997, and as follows:
Following City's approval of the Construction Documents and of the latest Statement of Probable
Construction Cost, Architect shall assist City m awarding a construction contract following legal public bid
requirements. Architect shall arrange for procuring the reproduction of Bidding Documents, distributing same to
prospective bidders, and maintaining records. Owner shall be responsible for payment for the costs of reproduction
of such documents, either directly or through reimbursement to Architect. During the bid process, Architect shall
assist City as follows:
(1)
Jointly conducting pre-bid conferences, including on-site visits as required, to endeavor to assure
that bidders understand the Construction Documents, the various on-site conditions, and the
coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders, and providing clarifications and
interpretations of the Bidding Documents to all prospective bidders m the required form of
addenda to Contract Documents.
(3)
Assisting in the opening of bids, tabulation and evaluation of bids received, and advising on award
of the contract.
(4) Jointly conducting pre -award conferences where necessary.
Architect's assistance to City shall include submitting written reviews and recommendations for awards
based upon the acceptability of bids; and, if required by City, more detailed analyses of specific bids. Reviews shall
also consider the responsiveness of bids and their conformity with Bid Documents.
2.08 Construction Administration Phase. Architect shall provide the following Construction Administration
Phase Services: as delineated in Paragraph 1.1 .2.3 of accompanying AIA -based Document B141-1997, and as
follows:
The Construction Phase will commence with the award of the first Construction Contract and will terminate
following the final one-year warranty inspection of the completed Project, correction of all defects in Project
materials and workmanship, and resolution of all Project -related claims and disputes. During the Construction
Phase, Architect shall provide the following services:
(1) Architect shall provide administration of the Construction Contract as set forth in the Construction
Documents, specifically the General and Supplementary General Conditions. Architect's assigned
authority thereunder will not be substantially modified without Architect's written consent.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional information
about the Contract Documents will be in a form prepared or approved by Architect and will
include a detailed written statement that indicates the specific Drawings or Specifications in need
of clarification.and the nature of the clarification requested.
(3)
If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce and
distribute supplemental Drawings and Specifications in response to requests for information by the
Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and reasonably
inferable from the Contract Documents and will be in writing or m the form of drawings. When
making such inteipretations and initial decisions, Architect will endeavor to secure faithful
performance by both Owner and the Contractor, will not show partiality to either, and will not be
liable for the results of interpretations or decisions so rendered in good faith.
4
(5)
Architect shall render initial decisions on claims, disputes or other matters m question between
Owner and the Contractor as provided m the Contract Documents. However, Architect's decisions
on matters relating to aesthetic effect will be final only if consistent with the intent expressed m
the Contract Documents.
(6) Architect shall report to Owner all deviations from the Contract Documents and most recent
construction schedule submitted by the Contractor. However, Architect will not be responsible for
the Contractor's failure to perform work m accordance with requirements of the Contract
Documents. Architect will be responsible for Architect's acts or omissions, but will not have
control over or charge of and will not be responsible for acts or omissions of the Contractor,
Subcontractors, or their agents or employees, or any other persons or entities performing portions
of the work
(7) Architect will at all times have access to the work wherever it is m preparation or in progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about matters arising
out of or relating to the Contract Documents. Communications by and with Architect's
subconsultants will be through Architect.
(9)
Architect, as a representative of City, shall advise and consult with Director and will keep City
informed in writing through him of the progress of the Project, including percent complete on a
monthly basis, during the Construction Phase; and after issuance of the "work order" to proceed
with the work, all of City's instructions to its Contractors will be issued through Architect.
Architect will have authority to act on behalf of Owner only to the extent provided m this
Agreement unless otherwise properly modified by written amendment.
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize itself
with the progress and quality of the work, and to determine if the work is proceeding in
accordance with the Contract Documents. Architect's site observations may be conducted with
Owner's designated representative to check conformance of the work with the requirements of the
Contract Documents and to verify the accuracy and completeness of the list submitted by the
Contractor of work to be completed or corrected. Field Reports of each visit shall be prepared by
Architect and submitted to City. Architect shall employ all reasonable measures to safeguard City
against defects and deficiencies in the work of the Contractor. Architect shall not be responsible
for the construction means, methods, techniques, sequences of procedures, nor for the safety
precautions and programs employed in connection with the work However, Architect will
immediately inform Director whenever defects and deficiencies in the work are observed, or when
any observed actions or omissions are undertaken by the Contractor which are not in the best
interests of City and the Project.
(11) Based on such observations at the site and on the Contractor's Application and Certificate for
Payment, Architect shall determine, monthly, the amount owing to the Contractor and shall certify
and forward the Contractor's Application and Certificate for Payment to Director for approval and
payment. These certifications shall constitute a representation by Architect to City, based on
observations at the site and other data comprising the application for payment, that the work has
progressed to the point indicated; that to the best of Architect's knowledge, information and belief,
the quality of the work is in accordance with the Contract Documents (subject to an evaluation of
the work as a functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the Certificate);
and that the Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract Documents.
Whenever Architect considers it necessary or advisable, Architect will have authority to require
inspection or testing of the work in accordance with the provisions of the Contract Documents,
5
whether or not such work is fabricated, installed or completed. However, neither this authority of
Architect nor a decision made in good faith either to exercise or not exercise such authority shall
give rise to a duty or responsibility of Architect to the Contractor, Subcontractors, material and
equipment suppliers, their agents or employees or other persons or entities performing portions of
the work.
(13) Architect shall make recommendations on all claims and disputes of City or the Contractor
relating to the execution and progress of the work or the interpretation of the Contract Documents,
based upon such review and analysis by Architect as may reasonably be required. In the event of
litigation, where Architect is named as an additional party with the City, such assistance will
include the availability of knowledgeable witnesses m the employ of Architect for expert
testimony.
,(14) Architect shall use his best efforts to promptly review and approve or reject shop drawings,
product data and samples and other submissions of the Contractor for conformance only with the
design concept of the Project and with the information given m the Contract Documents. Architect
shall establish and implement precise procedures, to be approved by City's Director, for
expediting the processing and approval of these submissions without delay. Prompt review by
Architect of submissions is of prime importance to City and an absolute necessity under the time
constraints of the Project.
(15) Architect shall prepare Change Orders and/or Construction Change Directives to the construction
contract, m six (6) copies, after review and approval by City. Each Change Order shall be specific
and final as to prices and extensions of time, with no reservations or other provisions allowing for
future additional money or time as a result of the particular changes identified and fully
compensated m the Change Order. Architect's compensation for preparation of Change Orders, if
any, shall be determined by Section 2.09(1) below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and final
completion, shall receive written guarantees and related documents assembled by Contractor for
submittal with the final Certificate of Payment, and shall prepare and present final Certificate for
Payment to Director for City's approval and payment. In addition, Architect shall make inspection
of the Project at least thirty (30) days before the expiration of the one (1) year warranty contained
in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor and major
Subcontractors. Minutes of same shall be prepared by Architect with copies submitted to City's
Director.
(18) Architect shall have authority to order minor changes in the construction work, consistent with the
Contract Documents, and not involving an adjustment in the Contractor's bid price or an extension
of the Project Schedule. Such changes shall be accomplished by Field Order. In addition, Architect
may issue written Field Orders which interpret the Plans and Specifications, with copies submitted
to City's Director.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction Drawings
showing significant changes in the work during the construction process and final location of
mechanical and electrical service lines and outlets, based upon marked up prints of drawings and
otherdata fn nished by the Contractor to Architect. Architect shall provide Record Construction
Specifications which will identity 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 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.
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2.09 Pre -Development Services.
Feasibilitv Studv — Scope of Work
Step 1: Preliminary Market Research
SFA will conduct preliminary market research to encompass factors (demographics, sports participation,
competitors, etc.) that contribute to determining the potential success of a project. This market analysis
will allow SFA to determine the appropriate mix of indoor sports activities for the Project. Ultimately, this
initial analysis will lay the groundwork for the development of a financially sustainable sports activity
program:and pro forma which will drive local, regional, and even national participation through regular
weekly and seasonal programs as well as large-scale tournaments and events.
In this step, SFA will also review any existing data, documentation, and resources. This existing data
analysis, although not the focus of this initial phase of work, will include a review of the previously
commissioned market study. SFA recognizes that less emphasis will be placed on the review of this
outdated study and more emphasis will be placed on SFA's market research as it prepares the proper
program plan and mix of sports activities.
Step 2: On -Site Meetings and Businesses Development Planning & Strategy Session
Along with the pre -work in Step 1, these on-site meetings will help to provide insights into the Project
history, scope, needs, purpose, goals, and constraints. This step also assists SFA m learning potential
contributors to success for the Project as well as potential challenges, and SFA will discuss any
suggestions or modifications that could ensure a greater likelihood of success. These meetings will also
help to ensure that SFA and City's team are aligned regarding information sharing and Project milestones
moving forward. At this point, SFA will also provide insights and recommendations based on the
preliminary research and analysis that will have been completed.
This stage of work will include an SFA representative on site with Marmon Mok for one (1) day. The
exact agenda will be determined following contract execution. The Business Development Planning &
Strategy Session (BDPS) on the day of the meetings will encompass a presentation of the market research
and discussions related to project goals, budgets, and document decisions. The total time on-site with City
shall encompass approximately six (6) hours.
The meeting and discussions to include SFA, Marmon Mok, and the City of Round Rock will include the
following:
• An expression by key stakeholders regarding their goals for the Project for function, form,
economy, and time (City and Marmon Mok)
• A report on the findings of the Market Research (SFA)
• A discussion of the prospective Sports Program activities (RR, SFA, MM)
• A summary of options sports activity directions for analysis
This session will allow SFA to truly understand and analyze the various sports and program areas, space
requirements and design considerations, the business model and programming, market trends and
characteristics, the financing strategy and structure, and potential competitors to the facility and the
business model; all integral to the approach taken in assessing financial feasibility. Also, coming out of
this on-site work and meetings, and based on its analysis and discussions with Marmon Mok related to the
preliminary facility program options, SFA will be prepared to immediately dive into the build -out of the
financial forecast document (pro forma). Also following Step 2, Marmon Mok will begin the architectural
programming of known space definition and detailed requirements, and it is anticipated that SFA will have
input into the Architectural Program and review drafts prepared by Marmon Mok.
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Step 3: Development of Financial Forecast (Pro Forma)
This documented analysis will provide insight into the financial potential of the Project and will include
projections related to construction and start-up costs, facility utilization, and more. The financial forecast
will also address the wide range of key performance indicators and contributing factors that influence
operations and the overall financial performance of the facility. The pro forma will be highly detailed,
with the analysis encompassing the following key elements:
• The Business Model • Operating cash flow and ROI
• Debt -to -Equity mix and debt service • Facility and operating expenses
• Program spaces and space requirements • Program schedule and utilization projections
• Construction and start-up cost estimates • Management and staffing model
• Parking considerations • Proposed funding strategy
• Revenue by productlprogram
Step 4: Documented Feasibility Study
Once the pro forma structure and program plan is in place, SFA can document a comprehensive feasibility
study. Like all SFA documents, this document will be prepared with the understanding that it may
influence future financing, design, and management decisions. The Feasibility Study will include:
• Executive Summary • In-depth market research
• Market Analysis • Competition analysis
• Sports and Activities Program Plan with • Documented pro forma assumptions
detailed revenue streams
• Recommendations for the activity • Conclusion and professional recommendation
programming, events, and sports offering move -forward plan
This study will become the major library of data and information that may later contribute to community
information packets, and other documents. The result of this process will be a comprehensive and formal
document with well -analyzed financials.
Step 5: On -Site Presentation of Findings
Following the completion of the pro forma and feasibility study, SFA will travel to Round Rock to
facilitate a presentation of the pro forma and feasibility findings and recommendations. This 2- to 4 -hour
presentation will include two SFA representatives covering the methodology, details, and examples of
operational comparables.
Economic Impact Analvsis — Scope of Work
This forecast would include projected economic and social benefits based on the location chosen. SFA
economic impact studies can also include recommended organizational structure, recommendations and
projections for sports tournaments and other tourism events, and a variety of other elements. Depending
upon the program and provided that City is interested in maximizing economic impact, SFA will provide
recommendations for the management and organizational structure, marketing, and programming that
produces positive economic impact. This deliverable will be highly customized and will contain a number
of variables that can be finalized through a planning process with city officials. For this reason, the cost
estimate will require additional dialogue with City officials. These types of studies can produce action
items to attract tens of millions of dollars in economic impact.
While much of the scope, details, and content of the Economic Impact Study and Analysis will be
detennined in future meetings and conversations, it should be noted that the documentation for this phase
could include 5- to 10 -year projections and detailed operating budgets, as well as:
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• An executive summary and document introduction
• Summary of the community needs and priorities identified through prior research and recent interviews
• A narrative summarization of SFA's market research findings
• Description of products, services, programming, and sports offerings assumptions and recommended
programming
• A proposed management structure
• A proposed organizational structure
• Detailed financial forecasting for the operation of the facilities included in this study
• 5- to 10 -year conservative economic impact projections to be based on gate fees, parking, registration fees,
membership income, average daily room rate, average daily expenditures for visiting players, and other
immediate impact factors
• Presentation of all demographic data used within SFA's assessment
• A comparables facilities review
• Recommendations for programming to enhance fmancial viability and to improve the economic impact
potential for the facilities
• Recommendations for key strategic alliances to support positive economic impact
• Recommended business model for concessions and other non-traditional services
• SFA's outline of other recommendations to reduce financial risks
2.10 Warranty Phase. Architect shall assist Owner m scheduling collections to be made by the Contractor
during the warranty period. During the eleventh month following completion of the prime general contract,
Architect will arrange for a warranty inspection tour of the entire Project by authorized representatives of City, the
Subconsultants and of each prime contractor engaged on the Project. Architect shall then prepare a list of work
which needs to be done by each prime contractor to satisfy that prime contractor's warranty obligations to City. For
any non -warranty involvement of Architect, payments shall be made based upon the Hourly Rate Schedule
contained in this Agreement.
2.11 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 govemed by an
additional written Supplemental Agreement between City and Architect.
2.12 Additional Services. Architect shall perform Additional Services, as requested by City, after a not -to -
exceed amount has been mutually agreed upon in writing by Director and Architect. Where City Council or City
Manager authorization is required, Architect shall not proceed until the appropriate Resolution or directive for such
Additional Services has been delivered. The following services are not covered under Article 11, which defines and
outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by Director in
advance of their performance, they shall be paid for in the manner agreed to at the time of authorization.
(1)
Preparing Change Orders and supporting data and/or revising previously approved plans when the
changes in approved Plans and Specifications are required by City. If changes are required to be
made because of error, oversight, clarification, discrepancy, or budget overruns in the work of
Architect, City shall not be liable to compensate Architect for Additional Services or expenses in
such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or other
cause during construction, and furnishing professional services as may be required in connection
with the replacement of such work, unless damage was the result of Architect's error.
(3)
Providing other extraordinary professional services over and above the contract requirements,
where required and requested by City, including extraordinary professional services which might
result if the City decides to "fast-track" the Project.
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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 m its
behalf. City shall examine documents submitted by Architect and render decisions pertaining thereto promptly to
avoid unreasonable delay m the orderly progress of Architect's work.
3.03 Survey and Geotechnical. City shall furnish, or direct Architect to obtain at City's expense, a certified
survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of
way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data
pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to
available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and
other necessary operations for determining subsoil conditions. City shall furnish all work by the Geotechnical
Engineer, including the Geotechnical Report and the Geologic Assessment.
3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil mechanics, and
other laboratory tests, reports and inspections as required by law or the Contract Documents.
3.05 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade permits
will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid
by City and are not to be included by Architect in the Specifications for the Project.
3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility Program; two
(2) copies of the City of Round Rock General and Supplementary General Conditions for Building Construction,
Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Fomi, and
such other information and materials as may be necessary and practicable for the orderly and expeditious process of
the work and the awarding of the Construction Contract. To the extent practicable, these documents shall be utilized
in the preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIYT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this Project has not
been fully ascertained as of the date of making of these Contract Documents. Architect, in consultation with City,
shall determine what materials, equipment, component systems and types of construction are to be included in the
Contract Documents, and will make reasonable adjustments in the scope of the Project to bring it within the limits
when fixed. With City approval, Architect may also include in the Contract Documents alternate bids to adjust the
construction cost to the fixed limit. If the lowest responsible bid is within the fixed limit of total Budgeted
Construction Cost for the Project, or Architect's latest detailed estimate of Probable Construction Cost is still less
than the fixed limit of total Budgeted Construction Cost for the Project, City shall pay Architect fees for Basic
Services in accordance with this Agreement.
4.02 Procedures if Bid(s) Exceed Budgeted Construction Costs. If the lowest responsible bid exceeds its
portion of the fixed limit of total Budgeted Construction Cost for the Project, and as a result thereof; or otherwise,
the latest estimate of Probable Construction Cost exceeds such fixed limit of total Budgeted Construction Cost for
the Project, City at its option may either (1) give written approval of an increase in such fixed limit, with no
obligation to increase Architect's fee, or (2) authorize rebidding within a reasonable time, or (3) cooperate in
revising the Project scope and quality as required to reduce the Probable Construction Cost. In the case of (3),
Architect, without additional charge, shall immediately modify the Drawings and Specifications as necessary to
bring the Project cost within the budgeted fixed limit, or within any higher fixed limit subsequently authorized by
City. Providing this service shall be the limit of Architect's responsibility in this regard, and having done so,
Architect shall be entitled to his fees in accordance with this Agreement.
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ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are m addition to the fees for Basic and Additional
Services and include actual expenditures at actual costs made by Architects, their employees, or their consultants m
the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized in advance.
5.02 Travel, phone, postage, reproduction, etc. When authorized m advance by City, the following shall be
reimbursable: reasonable transportation and living expenses of principals and employees when traveling in
connection with the Project outside of Williamson County, Texas, essential long distance calls and telegrams, fees
paid for the securing of approval of authorities having jurisdiction over the Project, postage, and reproduction of
Drawings and Specifications, excluding copies for Architect's office use and the required number of sets at each
phase of the work for City's review. Documentation for mileage, as a reimbursable expense, shall include the
number of miles times the standard IRS rate for mileage of 55.5 cents per mile.
5.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due to
Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for the City's use
shall be reimbursable.
5.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the Texas
Department of Licensing and Regulation for review and approval of design or development documents shall be
reimbursable.
5.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the Texas
Natural Resource Conservation Commission for Water Pollution Abatement Plan and for Sewage Collection Fee
shall be reimbursable.
5.06 Special Consultants. If the employment of special consultants for specialized design services is authorized
by City, (for example, special lighting and landscape consultants, special soil mechanics engineers, communications
consultants, etc.), fees for other than normally required architectural, structural, mechanical, electrical and civil
engineering services and the Basic Services -hereinbefore defined, shall be reimbursable.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly m proportion to
the degree of completion of each phase, but not to exceed the following percentages of the respective fees at the
completion and approval of each phase of the work:
I. FEE APPORTIONMENT BY PHASE
Phase Compensation
Assessment Phase $ 31,510.00
Programming Phase $ 52,965.00
Schematic Design Phase $154,600.00
Design Development Phase $203,320.00
Construction Documents Phase $387,720.00
Bidding/Negotiation Phase $ 29,230.00
Construction Administration Phase $192,655.00
Addt'l Services—Private WW lift station (optional) $ 3,000.00
Pre -Development Services with SFA
Feasibility Study $ 25,000.00
Economic Impact Analysis (optional) $ 15,000.00
Total $1,095,000.00
Reimbursable Expenses $25.000
GRAND TOTAL $1,120,000.00
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As to the Construction Administration Phase fee apportionment of $192,655.00, Architect shall invoice for equal
monthly payments based upon the contractually -stipulated Construction Period.
6.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable Expenses and
Additional Services for Architect, as hereinbefore referred to and m an amount not to exceed $25.000.00, shall be
made following presentation, review and approval of Architect's detailed invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated
damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project construction
claims, whether paid by City or denied.
6.05 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned
or suspended, in whole or in part, Architect is to be paid for the services performed on account of it prior to receipt
of written notice from City through its Director of such abandonment or suspension.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be m a form to be specified by Director. All payments to Architect shall
be made on the basis of the invoices submitted by Architect and approved by Director. Such invoices shall conform
to the schedule of services andcosts in connection therewith set out hereinabove. All Reimbursable Expenses shall
be clearly shown. Should additional backup material be requested by Director, Architect shall comply promptly with
such request. In tbis regard, should Director determine it necessary, Architect shall make all records and books
relating to this Agreement available to City for inspection and auditing purposes.
6.07 Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that
may have been paid to Architect and to adjust the same to meet the requirements of the Agreement. Following
approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under
the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on
payments which are late because of a good faith dispute between Architect and City or because of amounts which
City has a right to withhold under this Agreement or state law.
6.08 Offsets. City may, at its option, offset any amount $ due and payable under this Agreement against any debt
(including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the
terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to
judgment by a court.
ARTICLE VII
ARCIIITECT'S ACCOUNTING RECORDS
7.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining to the
Project, and records of accounts between City and Architect shall be kept on a generally recognized accounting basis
and shall be available to City or its authorized representatives at mutually convenient times.
ARTICLE VIII
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by
Arcbitect that Director may cancel or indefinitely suspend further work hereunder or terminate this Agreement either
for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding
that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the
terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for
lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to
the Project shall become the property of City upon termination of this Agreement, and shall be promptly delivered to
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City in a reasonably organized form without restriction on future use. Should City subsequently contract with a new
architect for continuation of services on the Project, Architect shall cooperate in providing information.
8.02 Default. Nothing contained m Section 8.01 above shall require City to pay for any work which is
unsatisfactory as detenllined by Director or which is not submitted m compliance with the terms of this Agreement.
City shall not be required to make any payments to Architect when Architect is m default under this Agreement, nor
shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is in default,
including the right to bring legal action for damages or to force specific performance of this Agreement.
ARTICLE IX
GENERAL. SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock — Supplementary General
Conditions to AIA Document A201, "General Conditions of the Contract for Construction," are to be used by
Architect without modification; however, City may, upon prior consultation, approve of any changes that may be
necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City
will be included under the Special Conditions portion of the Construction Documents.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City Manager,
and Architect shall fully comply with any and all instructions from Director. Any dispute arising hereunder shall be
submitted to Director, whose decision in the matter shall be final and binding.
ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the
responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and
competency of their Designs, Working Drawings, Specifications or other documents and work; nor shall such
approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the
Designs, Working Drawings, and Specifications or other documents prepared by Architect, his employees,
subcontractors, agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its officers,
agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal
injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any
person or persons, that may arise out of or be occasioned by Architect's breach of any of the terms or provisions of
this Agreement, or by any negligent act or omission of Architect, his officers, agents, associates, employees or
subconsultants, in the performance of this Agreement; except that the indemnity provided for in this paragraph shall
not apply to any liability resulting from the sole negligence of City, its officers, agents, employees or separate
contractors, and in the event of joint and concurrent negligence of both Architect and City, responsibility and
indemnity, if any, shall be apportioned comparatively m accordance with the laws of the State of Texas, without,
however, waiving any governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and
not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
10.03 Indemnification (patent and Copyright Claims). Architect agrees to completely defend and indemnify
City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by
Architect, its employees, associates or subconsultants, pursuant to this Agreement infringe a U.S. patent or copyright
directly, indirectly or contributorily, regardless of whether or not City is proven to have actively induced or
contributed to the infringement. Architect will pay any and all resulting costs, damages and attorney's fees finally
awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
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(a) If Architect defends City against such claims, the City Attorney of City shall be kept
informed of settlement negotiations, and shall execute any settlement agreement reached
by Architect on City's behalf.
(b)
Architect's defense and indemnification under this section is conditioned on City's
agreement that if any of the designs, plans or specifications, become, or in Architect's
opinion are likely to become, the subject of such a claim, City will permit Architect, at
Architect's option and expense, either to procure the right for City to continue using the
designs, plans or specifications or to replace or modify the same so that they become non -
infringing; and if neither of the foregoing alternatives is available on terms which are
reasonable in Architect's judgment, City, to the extent City is legally able to do so-, will
cease using the designs, plans or specifications on written request of Architect, in which
instance City has the sole option to either require Architect to perform new design work
at Architect's sole expense, or to terminate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based upon the
modification or alteration of the designs, plans or specifications prepared under this
Agreement subsequent to the Project by City, or by any engineering consultant
subsequently employed by City.
(d) The foregoing states the entire obligation of Architect with respect to infringement of
patents and copyrights.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Agreement the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect,
Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the
Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 10.04
above, including the required provisions and additional policy conditions as shown below in Section 10.06, unless
specifically waived by the City Manager. As an alternative, Architect may include its subconsultants as additional
insureds on its own coverages as prescribed under these requirements. Architect's certificate of insurance shall note
in such event that the subconsultants are included as additional insureds and that the Architect agrees to provide
Workers' Compensation coverage for the subconsultants and their employees. Architect shall obtain and monitor the
certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements.
Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the
responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon
request and without expense, to receive copies of these certificates of insurance.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 shall include the following
conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, nonrenewal or
any material change in coverage, a notice thereof shall be given to City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for payment of any
premiums or assessments for any deductibles which all are at the sole responsibility and risk of
Architect.
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(3)
The term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions,
Departments, and officers of City and the individual members, employees and agents thereof in
their official capacities, and/or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by
City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature.
10.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect
shall be borne solely by Architect, with certificates of insurance evidencing such minimum coverage in force to be
filed with the City.
ARTICLE XI
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES. ETC.
11.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall comply
with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round Rock, as amended, and
with all applicable rules and regulations promulgated by all local, State and National boards, bureaus and agencies.
Architect shall 'fiuther obtain all permits and licenses required in the performance of the professional services
contracted for herein.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed
hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales,
Excise, and Use Tax Act.
ARTICLE XII
TERM
12.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by
mutual agreement approved by City's Director, the term of this Agreement shall be from the date hereof until final
completion of the Project and all architectural/engineering and construction administration services in connection
therewith, including the final one (1) year warranty inspection, and resolution of any outstanding Project -related
claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is of critical
importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so
that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with
sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under
this Agreement in the highest professional manner.
ARTICLE XIII
FINANCIAL INTEREST PROHIBITED. CONFIDENTIALITY
13.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers, employees,
agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of
any product, materials or equipment that will be recommended or required for the construction of the Project.
13.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other documentation and
work developed by Architect hereunder shall be kept confidential, and shall not be disclosed to any third parties
without the prior written consent and approval of City's Director.
ARTICLE XIV
GENERAL PROVISIONS
14.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any failure of
Architect to complete the services for each phase of this Agreement within the agreed Project Performance Schedule
will constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures
15
to use his best efforts in accordance with the terms of this Contract. Where damage is caused to City due to
Architect's failure to perform m these circ>>mstances, City may withhold, to the extent of such damage, Architect's
payments hereunder without waiver of any of City's additional legal rights or remedies.
14.02 Force Majeure. Neither City nor Architect shall be deemed m violation of this Agreement if it is prevented
from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond
its control. However, notice of such impediment or delay in performance' must be timely given and all reasonable
efforts undertaken -to mitigate its effects.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest in
this Agreement without prior written authorization of City's Director.
14.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be
amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Agreement shall be enforceable m Round Rock, Williamson County,
Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be govemed
by and construed m accordance with the laws and court decisions of the State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows:
Steve Norwood
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
and to:
Larry Madsen
Construction Manager
2008 Enterprise Drive
Round Rock, Texas 78664
and to:
Stephan L. Sheets, City Attomey
309 East Main Street
Round Rock, Texas 78644
All notices and correspondence from City to Architect shall be mailed or delivered to Architect at:
Marmon Mok, LP
Gregory J. Houston, AIA, Partner/Project Manager
One Riverwalk Place
700 N. St Mary's, Suite 1600
San Antonio, Texas 78205
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed m its
corporate name, by its Mayor, duly authorized to execute the same in its behalf by Resolution No.
approved by the City Council on
2011, and Marmon Mok,12, 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.
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CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
FOR CITY, ATTEST:
By:
Sara L. White, City Secretary
FOR CITY, APPROVED AS TO FORM:
By
Stephan L. Sheets, City Attorney
MARMON MOK, LP
By:
AIA
/Project :':ger
M; ' p on Mok, L.L.P.
By: Marmon Mok Management Group, LLC,
a Texas limited liability company,
its General Partner
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THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS 78711-2337
OR 333 GUADALUPE, SUITE 2-350, AUSTIN, TEXAS 78701-3942, TELEPHONE (512) 305-9000, HAS
JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS' REGISTRATION LAW,
TEXAS CIVIL STATUTES, ARTICLE 249a.
18
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
City Council Agenda Summary Sheet
Agenda Item No. 10A1.
Agenda Caption:
Consider a resolution authorizing the Mayor to execute an Agreement for Architectural
Services and accompanying Supplemental Agreement No. 1 with Marmon Mok, LP for the
Sports Complex Project.
Meeting Date: November 10, 2011
Department: General Services
Staff Person making presentation: Larry Madsen
Construction Manager
Item Summary:
On August 25, 2011, City Council selected Marmon Mok L.P. as the architectural firm for the Sports Complex Project.
City staff has successfully negotiated an agreement.
This Professional Services Agreement includes, but not limited to, Assessment, Programming, Schematic Design,
Design Development, Construction Documents, Bidding and/or Negotiation, Contract Administration Services, and
Pre -Development Services.
Cost: $ 1,120,000.00
Source of Funds: General Self -Financed Construction
Date of Public Hearing (if required): N/A
Recommended Action: Approval
EXECUTED
DOCUMENTS
FOLLOW
i
City of Round Rock Agreement
for Architectural Services for
City of Round Rock Sports Complex Project
with Marmon Mok, LP
Based upon AIA Document B141-1997
1997 Edition - Electronic Format
Standard Form of Agreement between Owner and Architect
AGREEMENT made as of the ((0 ) day of the month of KLSVI VvJ fry m the year Two Thousand Eleven.
BETWEEN the Architect's client identified as the City or the Owner:
City of Round Rock
221 East Main Street
Round Rock. Williamson and Travis Counties. Texas 78664
and the Architect:
Marmon Mok. LP
One Riverwalk Place
700 N. St. Mary's. Suite 1600
San Antonio. Texas 78205
For the following Project:
Professional architectural services and design services related to the following: (1) new construction of a Sports Complex, being
an approximately 75.000 square foot building planned to house a multipurpose athletic snorts area, locker rooms, catering
kitchen/concessions, multipurpose meeting rooms, administration area, storage rooms, equipment rooms, restrooms, and other
support spaces as developed in assessment/programming phases, such facility to be built on City -owned property located at 2400
Chisholm Trail. Round Rock. Texas 78681.
Professional services for this Project shall include but not be limited to Assessment Phase. Programming Phase. Schematic
Design Phase. Design Development Phase. Construction Documents Phase. Bidding and/or Negotiation Phase. Contract
Administration Services, and Pre -Development Services. The Architect herein shall be the Architect of Record, and shall be in
charge of consultants.
The Owner and the Architect agree as follows:
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
The Architect shall furnish the delineated services, including but not limited to meeting with the Owner's representatives and
others designated by the Owner to determine needs and requirements: rendering professional consultation and advice: fumishing
all necessary design and contract administration services for the referenced Project: and providing other specialized services.
Architectural services shall include the submittal of plans for Texas Accessibilitv Standards (TAS) review, which is a
requirement of federal law to comply with the ADA if the construction budget exceeds $50.000.
236264/jkg
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
The referenced Project consists of professional planning, design, contract administration and pre -development services related to
the following:
New construction of a Sports Complex, being an approximately 75.000 sf building planned to house a multipurpose athletic
sports area locker rooms. catering kitchen / concessions, multipurpose meeting rooms, administration area, storage rooms,
equipment rooms, restrooms, and other support spaces as developed m assessment/programming phases, such facility to be built
on City-ownedpropertv located at 2400 Chisholm Trail. Round Rock. Texas 78681.
Budget for the Sports Complex Proiect is planned to be approximately $12.000.000.00. Such budget encompasses FFE
(furniture/fixtures/equipment) including audio-visual, and constriction costs. .Construction i$cludes building, parking, fixed
FFE, and site work. Budget costs referenced hgrein do rM include land acquisition. . _+
1.1.2.2 The physical parameters are:
The Sports Complex Project is planned to be built on City -owned property located at 2400 Chisholm Trail, Round Rock
Williamson County. Texas. 78681.
1.1.23 The Owner's Program is:
The program of development shall include but not be limited to the following elements: Assessment Phase. Programming Phase,
Schematic Design Phase. Design Development Phase. Construction Documents Phase. Bidding and/or Negotiation Phase.
Contract Administration Services, and Pre -Development Services The parties agree that elements may be omitted by the Owner
for reasons including meeting the Project budget:
Assessment Phase:
Prepare a technical analysis of the existing site and building for possible incorporation into new construction
of the Sports Complex.
Programming Phase
Make all necessary inquiries to facilitate the required collection of information necessary to prepare a
complete accurately assessed and designed Sports Complex Project: develop a prioritized set of goals and
objectives for the Sports Complex Project: conduct planning and design workshop(s) to determine specific
goals/objectives and summarize the work accomplished and conclusions drawn in a presentation notebook of
facility design guidelines to be used as the basis for improvements to be made to the Sports Complex Project.
Schematic Design Phase
Review with the Owner alternative approaches to design and construction of Project.
Based upon mutually agreed program, schedule, and construction budget requirements, prepare Schematic
Design Documents (including but not limited to drawings and other documents illustrating the scale and
relationship of Project components), and submit same for the Owner's approval.
Provide the Owner with a preliminary estimate of Probable Construction Cost based on Schematic Design
Documents and current area volume, or similar conceptual estimating techniques.
Deliverables include conceptual sketches and illustrations: Schematic Design drawings of buildings and site;
interior layouts: narrative descriptions and/or schematic representations of Architectural. Landscape. Civil,
Structural. AN. Data/Com. Security/Access Control. FFE. MEP systems: statement of Probable Construction
Cost.
Attend the Owner's review meeting(s) with designated representative (number of meetings anticipated to be
up to four).
Design Develooment Phase
Participate with the Owner on design review: make adjustments to Schematic Design Documents based upon
the Owner's review comments.
2
Based upon the approved Schematic Design Documents and any adjustments authorized by the Owner in the
program, schedule, or construction budgets, prepare Design Development Documents (including but not
limited to drawings and other documents) to fix and describe the size and character of the Project as to
disciplines of architectural, structural. MEP systems, materials and such other elements as may be
appropriate, and submit same for the Owner's approval.
Advise the Owner of any adjustments to the preliminary estimate of probable Construction Cost and provide
information to the Construction Manager for development of their detailed cost estimate.
Deliverables include Design Development Documents for applicable disciplines including drawings, outline
of specifications, and updated statement of Probable Construction Cost.
Attend the Owner's review meeting(s) with designated representative (number of meetings anticipated to be
up to four).
Construction Documents Phase
Based on the approved Design Development Documents and any further adjustments in scope or quality of
the Project or in the construction budget authorized by the Owner, prepare Construction Documents
(including but not limited to Drawings and Specifications) setting forth in detail the requirements for
construction of the Project, and submit same for the Owner's approval.
Assist the Owner in preparation of necessary bidding information, bidding forms. Conditions of the Contract
including general, special and supplementary conditions, the form of agreement between the Owner and the
Contractor, and related documents.
Deliverables include bidding forms. Conditions of the Contract including general, special, and supplementary
conditions, the form of agreement between the Owner and the Contractor, and related documents.
Attend the Owner's review meeting(sl with designated representative.
Bidding and/or Negotiation Phase
Following the Owner's approval of the Construction Documents and of the latest estimate of Construction
Cost, assist the Owner and/or Construction Manager (if applicable) in obtaining bids or negotiated proposals.
and assist in awarding and preparing contracts for construction.
Contract Administration Services
• As delineated in Supplemental Agreement No. 1 accompanving this Agreement.
Pre -Development Services
Feasibility study with Sports Facility Advisory, as delineated in Supplemental Agreement No. 1
accompanying this Agreement.
Economic Impact Analysis with Sports Facility Advisory, as delineated in Supplemental Agreement No. 1
accompanying this Agreement.
Schedule
Proposed schedule for the Project is as follows:
Phase or Action
Assessment Phase
Programming Phase
Schematic Design Phase
Design Development Phase
Construction Documents Phase
Bidding and/or Negotiation Phase
Construction Admin/Pre-Development Services
Duration
6 weeks
4 weeks
8 weeks
9 weeks
15 weeks
6 weeks
60 weeks
Total Maximum Duration 108 weeks
The Architect will maintain project schedule in a format acceptable to the City throughout the duration of the Project.
1.1.2.4 The legal parameters are: Not applicable.
3
1.1.2.5 The financial parameters are as follows:
1. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is:
Budget for the Sports Complex Project is planned to be approximately $12.000.000.00. Such budget encompasses
FFE (fumiture/fixtures/equipment) including audio-visual, and construction costs. Construction includes building,
parking, fixed FFE, and site work. Budget costs referenced herein do not include land acquisition.
Professional services for this Project shall include but not be limited to Assessment Phase. Programming Phase,
Schematic Design Phase. Design Development Phase. Construction Documents Phase. Bidding and/or Negotiation
Phase. Contract Administration Services, and Pre -Development Services.
2. The Fee Schedule relative to this Agreement is as follows:
A. Basic Professional Services
In consideration for the professional services to be performed by the Architect, the City agrees to pay the
Architect a total sum not to exceed $1,120,000.00. Said sum is a fixed not -to -exceed amount, and shall be
paid for services as delineated herein.
The fees delineated herein are fixed not -to -exceed amounts. Compensation for each phase shall be:
Phase Compensation
Assessment Phase 31,510.00
Programming Phase 52,965.00
Schematic Design Phase 154,600.00
Design Development Phase 203,320.00
Construction Documents Phase 387,720.00
Bidding/Negotiation Phase 29,230.00
Construction Administration Phase 192,655.00
Addt'1 Services — Private WW lift station (optional) 3,000.00
Pre -Development Services with SFA
Feasibility Study 25,000.00
Economic Impact Analysis (optional) 15,000.00
Total $1,095,000.00
Reimbursable Expenses 25.000.00
GRAND TOTAL $1,120,000.00
B. Reimbursable Expenses Allowance
Payment for reimbursable expenses, including administrative charges and out -of pocket expenses, shall not
exceed the maximum sum of Twentv-five Thousand and No/100 Dollars ($25.000.00), and such amount is
included in the not -to -exceed amount.
Allowable reimbursable expenses within the not -to -exceed amount may include the following:
Reprographic and plotting of documents for other than the Architect's own in-house use;
Shipping, mailing and delivery expenses for other than the Architect's own in-house use;
• Additional subconsultants, if requested by the City;
• Other disbursements or agency fees made on behalf of the City;
• Out-of-town travel, lodging, meals associated with the Project; and
• Long distance telephone and teleconference expenses.
Total: $25.000.00 (at actual cost in a not -to -exceed amount)
4
C. Not -to -exceed total payment for Professional Services and Reimbursable Expenses payable hereunder.
Unless subsequentiv changed by Supplemental Agreement hereto, the Architect's total compensation for
services and reimbursables hereunder shall not exceed $1.120.000.00.
Such amount represents the absolute limit of the City's liability to the Architect unless same shall be changed
by additional Supplemental Agreement, and the City shall pay, strictly within the confines of the not -to -
exceed sums recited herein, the Architect's professional fees and reimbursable expenses for work done on
behalf of the City. No deductions shall be made for the Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to the Architect. No additions shall be made to the
Architect's compensation based on Project claims, whether paid by the City or denied
D. Additional Services: Additional services are defined as anv services not listed as a basic service including
revisions to previously -approved plans that necessitate additional work for the Architect, substantive changes
in Project scope, or additional work necessitated by unknown or reasonably unforeseen circumstances. The
parties expressly agree that such additional services would be performed under a supplemental agreement
negotiated at a time subsequent to this Agreement.
Submittals with applications to agencies with jurisdiction (i.e. TCEO. City) are included as a basic service.
Submittal, filing, and review fees charged by authorities having jurisdiction shall be a reimbursable expense.
1.1.2.6 The time parameters are:
Services hereunder shall commence immediately upon receipt by the Architect of this fully -executed Agreement. Completion
shall be not later than November 10.2014. Other time parameters or adjustments to time parameters may be determined at a later
date by mutual agreement of the parties.
1.1.2.7 The proposed procurement or delivery method for the Project is:
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:
Unknown at this time
1.13 PROJECT TEAM
1.13.1 The Owner's Designated Representatives are:
Steve Norwood. City Manager
City of Round Rock
221 East Main Street
Round Rock. Texas 78664
Larry Madsen
Liaison Construction Manager. Building Construction & Facility Maintenance
City of Round Rock
2008 Enterprise Drive
Round Rock. Texas 78664
Telephone Number (512) 218-5552
Facsimile Number (512) 218-5563
Email Address: lan ymc iround-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's submittals to the Owner are:
Not designated at this time.
5
1.133 The Owner's consultants and contractors are:
Architect of Record / Prime Firm:
Marmon Mok. LP
Gregory J. Houston. AIA. Partner/Project Manager
1.13.4 The Architect's Designated Representative is:
Gregory J. Houston. AIA. Partner/Project Manager
One Riverwalk Place
700 St. Mary's. Suite 1600
San Antonio. Texas 78205
1.13.5 The consultants retained at the Architect's expense are:
See Paragraph 1.1.3.3 herein.
Upon execution of this Agreement, the Architect agrees that it will submit to the Citv within ten (10) days a list of all additional
consultants it intends to utilize, not previously identified in the Architect's proposal, delineating their respective tasks. All of the
Architect's consultants shall be subject to the approval of the City, and the Citv 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 the Owner and the Contractor. Duties,
responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written
agreement of the Owner and the Architect with consent of the Contractor, which consent shall not be unreasonably withheld. The
Architect consents to the modifications of AIA Document A201. General Conditions of the Contract for Construction, between
the Owner and the Contractor.
1.1.6 The information contained m this Article 1.1 may be reasonably relied upon by the Owner and the Architect in
determining the Architect's compensation.
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change
in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this Agreement
must be duly authorized by appropriate City Council or City Manager action.
ARTICLE 1.2 RESPONSIBILITIES OF TME PARTIES
1.2.1 The Owner and the Architect shall fully cooperate with one another to fulfill all of their respective obligations required
under this Agreement. Both parties shall endeavor during the full term hereof to maintain good working relationships among all
members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within fifteen (15) days after
receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
1.2.2. The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost
of the Work, the Owner's other costs, and reasonable contingencies related to all costs.
1.2.23 The Owner's Designated Representatives identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or Owner's Designated Representatives shall render decisions in a timely manner
pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of
the Architect's services.
1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required
by the scope of the Project and are approved by the Owner.
6
1.2.25 Unless otherwise provided in this Agreement, and if requested in writing, the 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 The 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 the Owner's needs and interests.
1.2.2.7 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect m the Project,
including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
1.2.2.8 The Owner will fumish 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 the Owner and are
not to be included by the Architect in the specifications for the Project. However, the Owner agrees to reimburse the Architect
the actual costs of review fees associated with Texas Building Accessibilitv reviews, and reviews by other authorities having
iurisdiction.
1.2.2.9 The Owner will provide the Architect with miscellaneous items such as the Project Facility Program, two (2) copies of
the City of Round Rock General and Supplementary Conditions for Building Construction. Wage Rates. Contract and Bond
Forms. 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 vracticable, these documents shall be utilized in the
preparation of the construction documents.
1.2.2.10 The Owner will provide timely review and response to inquiries in order to maintain an orderly progression.
1.2.2.11 The Owner will furnish relevant design standards and Owner -furnished equipment specifications.
1.23 ARCHITECT
1.23.1 The services performed by the Architect, the Architect's employees and the Architect's consultants shall be as
enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental
documents, and in related documents.
1.23.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which may
be adjusted, if necessary and approved by the Owner, as the Project proceeds. This schedule shall include allowances for periods
of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by
authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except
for reasonable cause, be exceeded by the Architect or the Owner.
1.233 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the
Owner.
1.235 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.23.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.23.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors,
omissions or inconsistencies m such services or information.
7
ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed by the Architect.
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by
the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, for the
Contractor's overhead and profit.
13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs
of the land, rights-of-way and financing or other costs that are the responsibility of the Owner.
13.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and
the Architect's consultants are Instruments of Service for use solely with respect to this Project. All of the Architect's
designs and work product under this Agreement, including but not limited to Tracings. Drawings. Estimates. Specifications,
Investigations. Studies and other documents, shall be the property of the Owner, to be used as the Owner desires; by
execution of this Agreement and m confirmation of the fee for services to be paid under this Agreement, the Architect
hereby conveys, transfers and assigns to the 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 propertv rights acknowledged by law in
the Project designs and work product developed under this Agreement. Copies may be retained by the Architect. The
Architect shall be liable to the Owner for any loss or damage to any such documents while they are in the possession of or
while being worked upon by the Architect or anyone connected with the Architect, including agents, employees, consultants
or subcontractors. All documents so lost or damaged shall be replaced or restored by the Architect without cost to the
Owner.
13.2.2 Upon execution of this Agreement, the Architect grants to the Owner permission to reproduce the Architect's
Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the Owner shall
comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall
obtain similar permission from the Architect's consultants consistent with this Agreement. If and upon the date the
Architect is adjudged in default of this Agreement, the Owner is pennitted to authorize other similarly credentialed design
professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of
Service for the purposes of completing, using and maintaining the Project.
13.23 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to
another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the
Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to reproduce applicable portions of the
Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments
of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any
unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and
the Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing
to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by
separate written agreement set forth the specific conditions governing the format of such Instruments of Service or
electronic data, including any special limitations not otherwise provided in this Agreement.
13.2.5 All plans and drawings will be prepared and submitted by the Architect to the 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.
13.2.6 Upon completion of the construction of the Project, the Architect shall, within thirty (30) calendar days following
final inspection, deliver to the Owner the reproducible Record Drawings and Record Specifications as described
supplementally herein. In addition, the Architect shall submit originals of all documents listed under Section 1.3.2.1
modified to actual as -built conditions as provided by the General Contractor.
13.2.7 The Architect shall have no liability for changes made to the drawings. Any such change shall be sealed by the
architect making that change and shall be appropriately marked to reflect what was changed or modified. To the extent
8
permitted by law, the Owner agrees to indemnifvdefend and hold harmless the Architect for any claims, damages, suits and
loss of every kind and nature for the unauthorized re -use of the Architect's Instruments of Service.
133 CHANGE IN SERVICES
133.1 Change m Services of the Architect, including services required of the Architect's consultants, may be
accomplished after execution of this Agivviiient, without invalidating the Agreement, if mutually agreed in writing. kis
expressly understood and agreed by and between the parties hereto that anv alteration in schedule, compensation and
Change in Services shall be effected onlv by Supnlemental Agreement hereto. Anv such Supplemental Agreement to this
contract must be duly authorized by appropriate City Council or City Manager action. It is expressly agreed by the parties
that, as to services hereunder, the total sum of$1.120.000.00, which includes authorized reimbursable expenses, shall
represent the absolute limit of the Owner's liability to the Architect unless same shall be changed by Supplemental
Agreement hereto.
133.2 Change in Services of the Architect may include a change in the cost of the work over $12,000,000.00 if the
increase is authorized by the Owner.
13.4 MEDIATION
13.4.1 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 the Architect's services, the Architect may
proceed in accordance with applicable law to comply with lien notice or filing deadlines prior to resolution of the matter by
mediation.
13.4.2 The Owner and the Architect shall endeavor to resolve claims, disputes and other matters in question between them
by mediation. Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall
proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from
the date of filing, unless stayed for a longer period by agreement of the parties or court order.
13.43 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.
135 ARBITRATION
13.5.1 The Owner and the Architect hereby expressly agree that no claims or disputes between the Owner and the
Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration
proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any
applicable state arbitration statute, except that in the event that the Owner is subject to an arbitration proceeding related to
the Project, the Architect consents to be joined in the arbitration proceeding if the Architect's presence is required or
requested by the Owner for complete relief to be accorded in the arbitration proceeding.
13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
13.6.1 The Architect and the 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.
13.7 MISCELLANEOUS PROVISIONS
13.7.1 This Agreement shall be governed by the laws of the state of Texas, and venue shall lie in Williamson County,
Texas.
13.7.2 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 the Owner and the Contractor.
13.73 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial
Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate
for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations
commence to run any later than the date when the Architect's services are substantially completed.
9
13.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive
all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except
such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General
Conditions of the Contract for Construction, as modified between the Owner and the Contractor. The Owner or the
Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers
in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a
third party against either the Owner or the Architect.
13.7.6 Unless otherwise provided in this Agreement, the Architect and the Architect's consultants shall have no
responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or
toxic substances in any form at the Project site.
13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project
among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the
completed Project to make such representations. However, the Architect's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the
Architect in the Owner's promotional materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be
submitted to the Architect for review at least fourteen (14) days prior to the requested dates of execution. The Architect shall
not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this
Agreement.
13.7.9 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement
without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender
providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this
Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment.
13.8 TERMINATION OR SUSPENSION
13.8.1 If the Owner fails to make payments to the Architect in substantial compliance with this Agreement, such failure
may be considered substantial nonperformance and cause for suspension of performance of services under this Agreement.
If the Architect elects to suspend services, prior to suspension of services, the Architect shall give fifteen (15) days' written
notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or
damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all
non -disputed sums due prior to suspension. The Architect's fees for the remaining services and the time schedules shall be
equitably adjusted.
13.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by the Architect that the
Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the
convenience of the Owner, upon fifteen (15) days' written notice to the Architect, with the understanding that immediately
upon receipt of said notice all work and labor being performed under this Agreement shall cease. The Architect shall
invoice the 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 propertv of the Owner upon termination of this Agreement, and shall be promptly delivered to the Owner in a
reasonably organized form without restriction on future use. Should the Owner subsequently contract with a new architect
for continuation of services on the Project, the Architect shall cooperate in providing information.
13.83 Nothing contained in Section 1.3.8.2 immediately above shall require the Owner to pay for any work which is
unsatisfactory as determined by the Owner's representative or which is not submitted in compliance with the terms of this
Agreement. The Owner shall not be required to make any pavments to the Architect when the Architect is in default under
this contract, nor shall this section constitute a waiver of any right, at law or at equity, which the Owner may have if the
Architect is in default, including the right to bring legal action for damages or to force specific performance of this
Agreement.
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13.9 PAYMENTS TO ARCHITECT
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
13.9.2 Reimbursable Expenses, in an amount not to exceed 525.000.00. are included in the not -to -exceed sum for
compensation for the Architect's services and include expenses incurred by the Architect and the Architect's employees and
consultants directly related to the Project, as identified in the following clauses:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
.4 renderings, models and mock ups requested by the Owner;
.5 reimbursable expenses as designated in Paragraph 1.5.5.;
.6 other similar direct Project -related expenditures.
13.93 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 the Owner or the Owner's
authorized representatives at mutually convenient times.
13.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and
the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and
similar contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between
the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both the Owner and the Architect. This Agreement
comprises the documents listed below.
1.4.1.1 Standard Form of Agreement between Owner and Architect with Standard Form of Architect's Services. AIA
Document B141-1997. as herein amended. .
1.4.1.2 Other documents as follows:
"Supplemental Agreement No. 1" supplementing Standard Form of Agreement between Owner and Architect with Standard
Form of Architect's Services. AIA Document B141-1997. i
I
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provide that it is a violation of ADA/TAS
to design and construct a facility for first occupancy later than January 26. 1993 that does not meet the accessibility and
usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet
such requirements. The Architect will use its best professional efforts to interpret and meet applicable ADA/TAS
requirements and other federal, state and local laws, rules, codes. ordinances and regulations as they apply to the Project.
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ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described herein, compensation shall be computed as follows:
The Architect's total compensation for services hereunder shall not exceed the sum of $1.120.000.00 established herein
which sum includes authorized reimbursable expenses.
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation may
be adjusted.
1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1.00)
times the amounts billed to the Architect for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5
as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by
the Architect, and the Architect's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows: None
1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement
shall be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. It shall be credited to the 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 the Architect's invoice, or not later than the time
period required under the Texas Prompt Payment Act. whichever is later. Non -disputed amounts unpaid sixty (60) days
after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from
time to time at the principal place of business of the Architect.
Payments hereunder shall be made in accordance with the Prompt Payment Act.
This Agreement entered into as of the day and year first written above.
OWNER
City of Round Rock, Texas
By:
Al McGraw, Mayor
FOR CITY, ATTEST:
Sara L. White, City Secretary
FOR CI , ' PROVED AS TO ORM:
Stephan L. S eets, City Attorney
ARCHITECT
Marmon Mok, LP
12
Gr
M
Gust
on .k,
P.
Partner/Project Manager
B . Marmon Mok Management Group, LLC,
a Texas limited liability company,
its General Partner
CITY OF ROUND ROCK
STATE OF TEXAS
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
SUPPLEMENTAL AGREEMENT NO.1
§
§
§
§
§
§
KNOW ALL BY THESE PRESENTS:
This document is entitled Supplemental Agreement No. 1, and it supplements "City of Round Rock
Agreement for Architectural Services for City of Round Rock Sports Complex Project with Marmon Mok, LP,"
based on AIA Document B141-1997, for the following Project:
Complete professional architectural services and design services including planning, civil, architectural,
design, structural, mechanical/electrical/plumbing engineering services, IT, fire protection, document
production, bidding -related services, construction administration and pre -development services related to
the following:
The Sports Complex is to be new construction of an approximately 75,000 sf building planned to house a
multipurpose athletic sports area, locker rooms, catering kitchen/concessions, multipurpose meeting rooms,
administration area, storage rooms, equipment rooms, restrooms, and other support spaces, and such
facility is to be built on City -owned property located at 2400 Chisholm Trail, Round Rock, Texas 78681.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the Agreement it
supplements, that being the (pt day of , 2011, and likewise is by and between the
same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of Williamson and
Travis Counties, Texas (hereinafter referred to as the "City" and/or the "Owner") and MARMON MOK, LP, with
offices located at 700 N. St. Mary's, Suite 1600, San Antonio Texas 78735 (hereinafter referred to as the
"Architect").
WITNESSETH:
WHEREAS, as is recited m the Agreement this document supplements, City intends to design and
construct the described project (hereinafter referred to as the "Project"). Architect's services are desired for purposes
including but not Iimited to planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, IT, fire protection, document production, bidding related services, construction administration
and pre -development services related to the Project. Total compensation for Architect's services under this
Agreement shall not exceed $1,120,000.00, including reimbursable expenses in an amount not to exceed
$25,000.00; and
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract with
Architect for the delineated professional services in connection with design and construction of the Project, and for
the administration of the Construction Contract during construction of the Project, all as previously and hereinafter
stipulated and within the limits the City has budgeted or will budget therefor; and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed to provide
such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions
contained in the Agreement this document supplements and herein, hereby agree as follows:
236361/jkg
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City,
shall perform all professional services for the Project as set forth m this Agreement.
1.02 Compensation. City shall compensate Architect m accordance with the terms and conditions as recited m
Paragraph 1.1.2.5 of accompanying AIA -based Document B141-1997.
Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly authorized by
City Council Resolution or City Manager action, Architect's total compensation hereunder shall not exceed
$1,120.000.00, including a not -to -exceed amount of $25,000.00, for approved Reimbursable Expenses. These
amounts represent the absolute limit of City's liability to Architect under this Agreement, unless same shall be
changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described m Article VI hereof.
ARTICLE H
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and include
complete planning, civil, architectural, design, structural, mechanicallelectrical/plumbing engineering services, IT,
fire protection, document production, bidding -related services, construction administration and pre -development
services, and such other services as may be necessary to assist City m the design and construction of the Project,
within the limits City has budgeted or will budget therefor, and in compliance with the Project Facility Program,
which is hereby made a part of this Agreement for all purposes. Architect agrees that, upon execution of this
Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not
previously identified in Architect's proposal, delineating their respective tasks. All of Architect's consultants shall
be subject to the approval of City through its City Manager, and City reserves the right to reject any consultant.
Architect shall perform all work hereunder in a manner satisfactory and acceptable to City, represented by its City
Manager or his designee, hereinafter referred to as the "Director." A Performance Schedule shall be agreed to by
Architect and Director, and Architect agrees to use its best efforts to complete all services hereunder m accordance
with such Performance Schedule. All services shall be performed to the highest professional standard.
2.02 Assessment Phase Requirements. Architect shall provide the following Assessment Phase Services: as
delineated in Paragraph 1.1.2.3 of accompanying AIA -based Document B141-1997.
2.03 Programming Phase Requirements. Architect shall provide the following Programming Phase Services:
as delineated in Paragraph 1.1.2.3 of accompanying AIA -based Document B141-1997.
2.04 Schematic Design Phase Requirements. Architect shall provide the following Schematic Design Phase
Services: as delineated m Paragraph 1.1.2.3 of accompanying AIA -based Document B141-1997.
2.05 Design Documents Phase Requirements. Architect shall provide the following Design Documents Phase
Services: as delineated m Paragraph I. 1.2.3 of accompanying AIA -based Document B141-1997, and as follows:
(1)
Architect shall prepare Design Documents based on the approved Schematic Design Documents
and updated budget for the Cost of the Work, said Design Documents to include adequate
specifications for elements of the Project for consideration and approval by Director. Five (5)
copies each of said documents will be submitted to City, each consisting of drawings and other
documents to fix and describe the size, cross sections and character of the Project as to
architectural, structural, mechanical and electrical systems, materials, and such other essentials as
may be necessary and appropriate. Said documents shall illustrate and describe the refinement of
the design of the Project, establishing the scope, relationships, forms, size and appearance of the
Project by means of plans, sections and elevations, typical construction details, and equipment
layouts. Said documents shall include outline specifications that identify major materials and
2
systems and establish in general their quality levels. The Design Document Phase shall be
completed within the agreed Performance Schedule.
(2) Architect shall subnut to City a Revised Statement of Probable Construction Cost m a form
acceptable to Director. Any variance m 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.
2.06 Construction Documents Phase. Architect shall provide the following Construction Documents Phase
Services: as delineated m Paragraph 1.1.2.3 of accompanying AIA -based Document B141-1997, and as follows:
(1)
Architect shall prepare from the approved Design Development Documents and updated budget
for the Cost of the Work, for consideration of and approval by Director, Construction Documents,
which documents shall set forth in detail the requirements of the entire Project, including the
necessary bidding information prepared m such a way to allow City, if it so desires, to advertise
for the award of one or more contracts for the construction and completion of the entire Project, or
any phase thereof, and Architect shall assist City m preparation of the Bidding Forms, shall utilize
without modification City's standard General and Supplementary General Conditions, and shall
draft all Special Conditions of the Contract. City's standard form of Contract between City and the
Contractor shall also be utilized, along with City's form of Bid Bond, Performance Bond and
Payment Bond. Architect shall also compile the Project Manual that includes the Conditions of the
Contract for Construction and Specifications and may include bidding requirements and sample
forms. City shall provide all standard documents for Architect to include m the Project Manual.
(2) Architect shall assist the Construction Manager in his preparation of a revised Statement of
Probable Construction Cost, indicating cost changes resulting from changes m Project
requirements or general market conditions, in a form acceptable to Director.
(3)
Architect shall file five (5) complete sets of proposed Construction Documents with Director for
review and official approval prior to the issuance of the sealed documents for the construction of
the Project, and within the agreed Performance Schedule following approval of the Design
Documents. Following approval, Architect shall prepare digital documents for transmission to
City's local printer in Round Rock, Texas. Should additional sets be required, Architect will be
reimbursed for same as an eligible reimbursable expense, upon approval in advance by City.
Architect shall also file with Director at said time, the following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This tracing
shall be retumed to Architect to print contract documents when the signatures of City
officials have been properly affixed).
(b)
Two (2) copies of detailed cost estimates in a form acceptable to City.
(c) Four (4) unbound copies of the approved Project Construction Manual for subsequent
binding with signed construction contracts. The Project Construction Manual shall
include General and Supplementary General Conditions; Specifications and Special
Provisions; Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid
Bond, Contract, Performance and Payment Bond Forms; approved Wage Rates; Federal
regulations if applicable to the Project; and other required documents for construction of
the Project.
(4) Architect shall be solely responsible for obtaining the prior approval of the Texas Department of
Licensing and Regulation prior to submittal of all Construction Documents to City for approval.
Any fees charged by the Department for this approval shall be paid by Architect as a reimbursable
expense.
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2.07 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding/Negotiation Services: as
delineated m Paragraph 1.1.2.3 of accompanying AIA -based Document B 141-1997, and as follows:
Following City's approval of the Construction Documents and of the latest Statement of Probable
Construction Cost, Architect shall assist City m awarding a construction contract following legal public bid
requirements. Architect shall arrange for procuring the reproduction of Bidding Documents, distributing same to
prospective bidders, and maintaining records. Owner shall be responsible for payment for the costs of reproduction
of such documents, either directly or through reimbursement to Architect. During the bid process, Architect shall
assist City as follows:
(1)
Jointly conducting pre-bid conferences, including on-site visits as required, to endeavor to assure
that bidders understand the Construction Documents, the various on-site conditions, and the
coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders, and providing clarifications and
interpretations of the Bidding Documents to all prospective bidders m the required form of
addenda to Contract Documents.
(3)
Assisting in the opening of bids, tabulation and evaluation of bids received, and advising on award
of the contract.
(4) Jointly conducting pre -award conferences where necessary.
Architect's assistance to City shall include submitting written reviews and recommendations for awards
based upon the acceptability of bids; and, if required by City, more detailed analyses of specific bids. Reviews shall
also consider the responsiveness of bids and their conformity with Bid Documents.
2.08 Construction Administration Phase. Architect shall provide the following Construction Administration
Phase Services: as delineated in Paragraph 1.1 .2.3 of accompanying AIA -based Document B141-1997, and as
follows:
The Construction Phase will commence with the award of the first Construction Contract and will terminate
following the final one-year warranty inspection of the completed Project, correction of all defects in Project
materials and workmanship, and resolution of all Project -related claims and disputes. During the Construction
Phase, Architect shall provide the following services:
(1) Architect shall provide administration of the Construction Contract as set forth in the Construction
Documents, specifically the General and Supplementary General Conditions. Architect's assigned
authority thereunder will not be substantially modified without Architect's written consent.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional information
about the Contract Documents will be in a form prepared or approved by Architect and will
include a detailed written statement that indicates the specific Drawings or Specifications in need
of clarification and the nature of the clarification requested.
(3)
If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce and
distribute supplemental Drawings and Specifications in response to requests for information by the
Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and reasonably
inferable from the Contract Documents and will be in writing or in the form of drawings. When
making such interpretations and initial decisions, Architect will endeavor to secure faithful
performance by both Owner and the Contractor, will not show partiality to either, and will not be
liable for the results of interpretations or decisions so rendered in good faith.
4
(5)
Architect shall render initial decisions on claims, disputes or other matters in question between
Owner and the Contractor as provided in the Contract Documents. However, Architect's decisions
on matters relating to aesthetic effect will be final only if consistent with the intent expressed in
the Contract Documents.
(6) Architect shall report to Owner all deviations from the Contract Documents and most recent
construction schedule submitted by the Contractor. However, Architect will not be responsible for
the Contractor's failure to perform work m accordance with requirements of the Contract
Documents. Architect will be responsible for Architect's acts or omissions, but will not have
control over or charge of and will not be responsible for acts or omissions of the Contractor,
Subcontractors, or their agents or employees, or any other persons or entities performing portions
of the work.
(7) Architect will at all times have access to the work wherever it is m preparation or in progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about matters arising
out of or relating to the Contract Documents. Communications by and with Architect's
subconsultants will be through Architect.
(9)
Architect, as a representative of City, shall advise and consult with Director and will keep City
informed m writing through him of the progress of the Project, including percent complete on a
monthly basis, during the Construction Phase; and after issuance of the "work order" to proceed
with the work, all of City's instructions to its Contractors will be issued through Architect.
Architect will have authority to act on behalf of Owner only to the extent provided in this
Agreement unless otherwise properly modified by written amendment.
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize itself
with the progress and quality of the work, and to determine if the work is proceeding in
accordance with the Contract Documents. Architect's site observations may be conducted with
Owner's designated representative to check conformance of the work with the requirements of the
Contract Documents and to verify the accuracy and completeness of the list submitted by the
Contractor of work to be completed or corrected. Field Reports of each visit shall be prepared by
Architect and submitted to City. Architect shall employ all reasonable measures to safeguard City
against defects and deficiencies in the work of the Contractor. Architect shall not be responsible
for the construction means, methods, techniques, sequences of procedures, nor for the safety
precautions and programs employed in connection with the work. However, Architect will
immediately inform Director whenever defects and deficiencies in the work are observed, or when
any observed actions or omissions are undertaken by the Contractor which are not in the best
interests of City and the Project.
(11) Based on such observations at the site and on the Contractor's Application and Certificate for
Payment, Architect shall determine, monthly, the amount owing to the Contractor and shall certify
and forward the Contractor's Application and Certificate for Payment to Director for approval and
payment. These certifications shall constitute a representation by Architect to City, based on
observations at the site and other data comprising the application for payment, that the work has
progressed to the point indicated; that to the best of Architect's knowledge, information and belief,
the quality of the work is in accordance with the Contract Documents (subject to an evaluation of
the work as a functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the Certificate);
and that the Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract Documents.
Whenever Architect considers it necessary or advisable, Architect will have authority to require
inspection or testing of the work in accordance with the provisions of the Contract Documents,
5
whether or not such work is fabricated, installed or completed. However, neither this authority of
Architect nor a decision made in good faith either to exercise or not exercise such authority shall
give rise to a duty or responsibility of Architect to the Contractor, Subcontractors, material and
equipment suppliers, their agents or employees or other persons or entities performing portions of
the work.
(13) Architect shall make recommendations on all claims and disputes of City or the Contractor
relating to the execution and progress of the work or the interpretation of the Contract Documents,
based upon such review and analysis by Architect as may reasonably be required. In the event of
litigation, where Architect is named as an additional party with the City, such assistance will
include the availability of knowledgeable witnesses m the employ of Architect for expert
testimony.
,(14) Architect shall use his best efforts to promptly review and approve or reject shop drawings,
product data and samples and other submissions of the Contractor for conformance only with the
design concept of the Project and with the information given m the Contract Documents. Architect
shall establish and implement precise procedures, to be approved by City's Director, for
expediting the processing and approval of these submissions without delay. Prompt review by
Architect of submissions is of prime importance to City and an absolute necessity under the time
constraints of the Project.
(15) Architect shall prepare Change Orders and/or Construction Change Directives to the construction
contract, m six (6) copies, after review and approval by City. Each Change Order shall be specific
and fmal 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 m the Change Order. Architect's compensation for preparation of Change Orders, if
any, shall be determined by Section 2.09(1) below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and final
completion, shall receive written guarantees and related documents assembled by Contractor for
submittal with the final Certificate of Payment, and shall prepare and present final Certificate for
Payment to Director for City's approval and payment. In addition, Architect shall make inspection
of the Project at least thirty (30) days before the expiration of the one (1) year warranty contained
in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor and major
Subcontractors. Minutes of same shall be prepared by Architect with copies submitted to City's
Director.
(18) Architect shall have authority to order minor changes in the construction work, consistent with the
Contract Documents, and not involving an adjustment in the Contractor's bid price or an extension
of the Project Schedule. Such changes shall be accomplished by Field Order. In addition, Architect
may issue written Field Orders which interpret the Plans and Specifications, with copies submitted
to City's Director.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction Drawings
showing significant changes in the work during the construction process and final location of
mechanical and electrical service lines and outlets, based upon marked up prints of drawings and
other data furnished by the Contractor to Architect. Architect shall provide Record Construction
Specifications which will identity 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 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.
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2.09 Pre -Development Services.
Feasibilitv Studv — Scoae of Work
Step 1: Preliminary Market Research
SFA will conduct preliminary market research to encompass factors (demographics, sports participation,
competitors, etc.) that contribute to determining the potential success of a project. This market analysis
will allow SFA to determine the appropriate mix of indoor sports activities for the Project. Ultimately, this
initial analysis will lay the groundwork for the development of a financially sustainable sports activity
program: and pro forma which will drive local, regional, and even national participation through regular
weekly and seasonal programs as well as large-scale tournaments and events.
In this step, SFA will also review any existing data, documentation, and resources. This existing data
analysis, although not the focus of this initial phase of work, will include a review of the previously
commissioned market study. SFA recognizes that less emphasis will be placed on the review of this
outdated study and more emphasis will be placed on SFA's market research as it prepares the proper
program plan and mix of sports activities.
Step 2: On -Site Meetings and Businesses Development Planning & Strategy Session
Along with the pre -work m Step 1, these on-site meetings will help to provide insights into the Project
history, scope, needs, purpose, goals, and constraints. This step also assists SFA m learning potential
contributors to success for the Project as well as potential challenges, and SFA will discuss any
suggestions or modifications that could ensure a greater likelihood of success. These meetings will also
help to ensure that SFA and City's team are aligned regarding information sharing and Project milestones
moving forward. At this point, SFA will also provide insights and recommendations based on the
preliminary research and analysis that will have been completed.
This stage of work will include an SFA representative on site with Marmon Mok for one (1) day. The
exact agenda will be determined following contract execution. The Business Development Planning &
Strategy Session (BDPS) on the day of the meetings will encompass a presentation of the market research
and discussions related to project goals, budgets, and document decisions. The total time on-site with City
shall encompass approximately six (6) hours.
The meeting and discussions to include SFA, Marmon Mok, and the City of Round Rock will include the
following:
• An expression by key stakeholders regarding their goals for the Project for function, form,
economy, and time (City and Marmon Mok)
• A report on the findings of the Market Research (SFA)
• A discussion of the prospective Sports Program activities (RR, SFA, MM)
• A summary of options sports activity directions for analysis
This session will allow SFA to truly understand and analyze the various sports and program areas, space
requirements and design considerations, the business model and programming, market trends and
characteristics, the financing strategy and structure, and potential competitors to the facility and the
business model; all integral to the approach taken in assessing financial feasibility. Also, coming out of
this on-site work and meetings, and based on its analysis and discussions with Marmon Mok related to the
preliminary facility program options, SFA will be prepared to immediately dive into the build -out of the
financial forecast document (pro forma). Also following Step 2, Marmon Mok will begin the architectural
programming of known space definition and detailed requirements, and it is anticipated that SFA will have
input into the Architectural Program and review drafts prepared by Marmon Mok.
7
Step 3: Development of Financial Forecast (Pro Forma)
This documented analysis will provide insight into the financial potential of the Project and will include
projections related to construction and start-up costs, facility utilization, and more. The fmancial forecast
will also address the wide range of key performance indicators and contributing factors that influence
operations and the overall financial performance of the facility. The pro forma will be highly detailed,
with the analysis encompassing the following key elements:
• The Business Model • Operating cash flow and ROI
• Debt -to -Equity mix and debt service • Facility and operating expenses
• Program spaces and space requirements • Program schedule and utilization projections
• Construction and start-up cost estimates • Management and staffing model
• Parking considerations • Proposed funding strategy
• Revenue by productlprogram
Step 4: Documented Feasibility Study
Once the pro forma structure and program plan is m place, SFA can document a comprehensive feasibility
study. Like all SFA documents, this document will be prepared with the understanding that it may
influence future financing, design, and management decisions. The Feasibility Study will include:
• Executive Summary • In-depth market research
• Market Analysis • Competition analysis
• Sports and Activities Program Plan with • Documented pro forma assumptions
detailed revenue streams
• Recommendations for the activity • Conclusion and professional recommendation
programming, events, and sports offering move -forward plan
This study will become the major library of data and information that may later contribute to community
information packets, and other documents. The result of this process will be a comprehensive and formal
document with well -analyzed financials.
Step 5: On -Site Presentation of Findings
Following the completion of the pro forma and feasibility study, SFA will travel to Round Rock to
facilitate a presentation of the pro forma and feasibility findings and recommendations. This 2- to 4 -hour
presentation will include two SFA representatives covering the methodology, details, and examples of
operational comparables.
Economic Impact Analvsis — Scope of Work
This forecast would include projected economic and social benefits based on the location chosen. SFA
economic impact studies can also include recommended organizational structure, recommendations and
projections for sports tournaments and other tourism events, and a variety of other elements. Depending
upon the program and provided that City is interested in maximizing economic impact, SFA will provide
recommendations for the management and organizational structure, marketing, and programming that
produces positive economic impact. This deliverable will be highly customized and will contain a number
of variables that can be finalized through a planning process with city officials. For this reason, the cost
estimate will require additional dialogue with City officials. These types of studies can produce action
items to attract tens of millions of dollars in economic impact.
While much of the scope, details, and content of the Economic Impact Study and Analysis will be
determined in future meetings and conversations, it should be noted that the documentation for this phase
could include 5- to 10 -year projections and detailed operating budgets, as well as:
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• An executive summary and document introduction
• Summary of the community needs and priorities identified through prior research and recent interviews
• A narrative summarization of SFA's market research findings
• Description of products, services, programming, and sports offerings assumptions and recommended
programming
• A proposed management structure
• A proposed organizational structure
• Detailed financial forecasting for the operation of the facilities included m this study
• 5- to 10 -year conservative economic impact projections to be based on gate fees, parking, registration fees,
membership income, average daily room rate, average daily expenditures for visiting players, and other
immediate impact factors
• Presentation of all demographic data used within SFA's assessment
• A comparables facilities review
• Recommendations for programming to enhance fmancial viability and to improve the economic impact
potential for the facilities
• Recommendations for key strategic alliances to support positive economic impact
• Recommended business model for concessions and other non-traditional services
• SFA's outline of other recommendations to reduce fmancial risks
2.10 Warranty Phase. Architect shall assist Owner m scheduling collections to be made by the Contractor
during the warranty period. During the eleventh month following completion of the prime general contract,
Architect will arrange for a warranty inspection tour of the entire Project by authorized representatives of City, the
Subconsultants and of each prime contractor engaged on the Project. Architect shall then prepare a list of work
which needs to be done by each prime contractor to satisfy that prime contractor's warranty obligations to City. For
any non -warranty involvement of Architect, payments shall be made based upon the Hourly Rate Schedule
contained m this Agreement.
2.11 Project Representation Beyond Basic Services. In the event that circumstances should develop whereby
continuous, full-time representation at the Project site is required, the conditions under which such representation
shall be furnished and the Project Representatives selected, employed and directed shall be governed by an
additional written Supplemental Agreement between City and Architect.
2.12 Additional Services. Architect shall perform Additional Services, as requested by City, after a not -to -
exceed amount has been mutually agreed upon in writing by Director and Architect. Where City Council or City
Manager authorization is required, Architect shall not proceed until the appropriate Resolution or directive for such
Additional Services has been delivered. The following services are not covered under Article 11, which defines and
outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by Director in
advance of their performance, they shall be paid for in the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans when the
changes in approved Plans and Specifications are required by City. If changes are required to be
made because of error, oversight, clarification, discrepancy, or budget overruns in the work of
Architect, City shall not be liable to compensate Architect for Additional Services or expenses in
such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or other
cause during construction, and furnishing professional services as may be required in connection
with the replacement of such work, unless damage was the result of Architect's error.
(3)
Providing other extraordinary professional services over and above the contract requirements,
where required and requested by City, including extraordinary professional services which might
result if the City decides to "fast-track" the Project.
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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 m its
behalf City shall examine documents submitted by Architect and render decisions pertaining thereto promptly to
avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Survey and Geotechnical. City shall furnish, or direct Architect to obtain at City's expense, a certified
survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of
way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data
pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to
available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and
other necessary operations for determining subsoil conditions. City shall furnish all work by the Geotechnical
Engineer, including the Geotechnical Report and the Geologic Assessment.
3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil mechanics, and
other laboratory tests, reports and inspections as required by law or the Contract Documents.
3.05 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade permits
will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid
by City and are not to be included by Architect m the Specifications for the Project.
3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility Program; two
(2) copies of the City of Round Rock General and Supplementary General Conditions for Building Construction,
Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Forn1, and
such other infornl ation 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
m the preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this Project has not
been fully ascertained as of the date of making of these Contract Documents. Architect, in consultation with City,
shall determine what materials, equipment, component systems and types of construction are to be included in the
Contract Documents, and will make reasonable adjustments in the scope of the Project to bring it within the limits
when fixed. With City approval, Architect may also include in the Contract Documents alternate bids to adjust the
construction cost to the fixed limit. If the lowest responsible bid is within the fixed limit of total Budgeted
Construction Cost for the Project, or Architect's latest detailed estimate of Probable Construction Cost is still less
than the fixed limit of total Budgeted Construction Cost for the Project, City shall pay Architect fees for Basic
Services in accordance with this Agreement.
4.02 Procedures if Bid(s) Exceed Budgeted Construction Costs. If the lowest responsible bid exceeds its
portion of the fixed limit of total Budgeted Construction Cost for the Project, and as a result thereof, or otherwise,
the latest estimate of Probable Construction Cost exceeds such fixed limit of total Budgeted Construction Cost for
the Project, City at its option may either (1) give written approval of an increase in such fixed limit, with no
obligation to increase Architect's fee, or (2) authorize rebidding within a reasonable time, or (3) cooperate in
revising the Project scope and quality as required to reduce the Probable Construction Cost. In the case of (3),
Architect, without additional charge, shall immediately modify the Drawings and Specifications as necessary to
bring the Project cost within the budgeted fixed limit, or within any higher fixed limit subsequently authorized by
City. Providing this service shall be the limit of Architect's responsibility in this regard, and having done so,
Architect shall be entitled to his fees in accordance with this Agreement.
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ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are m addition to the fees for Basic and Additional
Services and include actual expenditures at actual costs made by Architects, their employees, or their consultants in
the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized in advance.
5.02 Travel, phone, postage, reproduction, etc. When authorized m advance by City, the following shall be
reimbursable: reasonable transportation and living expenses of principals and employees when traveling in
connection with the Project outside of Williamson County, Texas, essential long distance calls and telegrams, fees
paid for the securing of approval of authorities having jurisdiction over the Project, postage, and reproduction of
Drawings and Specifications, excluding copies for Architect's office use and the required number of sets at each
phase of the work for City's review. Documentation for mileage, as a reimbursable expense, shall include the
number of miles times the standard IRS rate for mileage of 55.5 cents per mile.
5.03 Overtime. If authorized m advance by City, the expense of extraor' inary overtime work, not due to
Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for the City's use
shall be reimbursable.
5.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the Texas
Department of Licensing and Regulation for review and approval of design or development documents shall be
reimbursable.
5.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the Texas
Natural Resource Conservation Commission for Water Pollution Abatement Plan and for Sewage Collection Fee
shall be reimbursable.
5.06 Special Consultants. If the employment of special consultants for specialized design services is authorized
by City, (for example, special lighting and landscape consultants, special soil mechanics engineers, communications
consultants, etc.), fees for other than normally required architectural, structural, mechanical, electrical and civil
engineering services and the Basic Services hereinbefore defined, shall be reimbursable.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly m proportion to
the degree of completion of each phase, but not to exceed the following percentages of the respective fees at the
completion and approval of each phase of the work:
I. FEE APPORTIONMENT BY PHASE
Phase
Assessment Phase
Progrrrnming Phase
Schematic Design Phase
Design Development Phase
Construction Documents Phase
Bidding/Negotiation Phase
Construction Administration Phase
Addt'l Services — Private WW lift station (optional)
Pre -Development Services with SFA
Feasibility Study
Economic Impact Analysis (optional)
Total
Compensation
$ 31,510.00
$ 52,965.00
$154,600.00
$203,320.00
$387,720.00
$ 29,230.00
$192,655.00
$ 3,000.00
$ 25,000.00
$ 15,000.00
$1,095,000.00
Reimbursable Expenses $25.000
GRAND TOTAL $1,120,000.00
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As to the Construction Administration Phase fee apportionment of $192,655.00, Architect shall invoice for equal
monthly payments based upon the contractually -stipulated Construction Period.
6.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable Expenses and
Additional Services for Architect, as hereinbefore referred to and m an amount not to exceed $25.000.00, shall be
made following presentation, review and approval of Architect's detailed invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated
damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project construction
claims, whether paid by City or denied.
6.05 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned
or suspended, in whole or in part, Architect is to be paid for the services performed on account of it prior to receipt
of written notice from City through its Director of such abandonment or suspension.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be m a form to be specified by Director. All payments to Architect shall
be made on the basis of the invoices submitted by Architect and approved by Director. Such invoices shall conform
to the schedule of services and costs in connection therewith set out hereinabove. All Reimbursable Expenses shall
be clearly shown. Should additional backup material be requested by Director, Architect shall comply promptly with
such request. In this regard, should Director determine it necessary, Architect shall make all records and books
relating to this Agreement available to City for inspection and auditing purposes.
6.07 Payment of Invoices. City reserves the right to correct any error that may be discovered many invoice that
may have been paid to Architect and to adjust the same to meet the requirements of the Agreement. Following
approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under
the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on
payments which are late because of a good faith dispute between Architect and City or because of amounts which
City has a right to withhold under this Agreement or state law.
6.08 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt
(including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the
terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to
judgment by a court.
ARTICLE VII
ARCHITECT'S ACCOUNTING RECORDS
7.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining to the
Project, and records of accounts between City and Architect shall be kept on a generally recognized accounting basis
and shall be available to City or its authorized representatives at mutually convenient times.
ARTICLE VIII
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by
Architect that Director may cancel or indefinitely suspend further work hereunder or terminate this Agreement either
for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding
that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the
terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for
lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to
the Project shall become the property of City upon termination of this Agreement, and shall be promptly delivered to
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City m a reasonably organized form without restriction on future use. Should City subsequently contract with a new
architect for continuation of services on the Project, Architect shall cooperate m providing information.
8.02 Default. Nothing contained m Section 8.01 above shall require City to pay for any work which is
unsatisfactory as detenllined by Director or which is not submitted m compliance with the terms of this Agreement.
City shall not be required to make any payments to Architect when Architect is in default under this Agreement, nor
shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is m default,
including the right to bring legal action for damages or to force specific performance of this Agreement.
ARTICLE IX
GENERAL. SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock — Supplementary General
Conditions to AIA Document A201, "General Conditions of the Contract for Construction," are to be used by
Architect without modification; however, City may, upon prior consultation, approve of any changes that may be
necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City
will be included under the Special Conditions portion of the Construction Documents.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City Manager,
and Architect shall fully comply with any and all instructions from Director. Any dispute arising hereunder shall be
submitted to Director, whose decision in the matter shall be final and binding.
ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the
responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and
competency of their Designs, Working Drawings, Specifications or other documents and work; nor shall such
approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the
Designs, Working Drawings, and Specifications or other documents prepared by Architect, his employees,
subcontractors, agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its officers,
agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal
injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any
person or persons, that may arise out of or be occasioned by Architect's breach of any of the terms or provisions of
this Agreement, or by any negligent act or omission of Architect, his officers, agents, associates, employees or
subconsultants, in the performance of this Agreement; except that the indemnity provided for in this paragraph shall
not apply to any Iiability resulting from the sole negligence of City, its officers, agents, employees or separate
contractors, and in the event of joint and concurrent negligence of both Architect and City, responsibility and
indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without,
however, waiving any governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and
not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
10.03 Indemnification (patent and Copyright Claims). Architect agrees to completely defend and indemnify
City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by
Architect, its employees, associates or subconsultants, pursuant to this Agreement infringe a U.S. patent or copyright
directly, indirectly or contributorily, regardless of whether or not City is proven to have actively induced or
contributed to the infringement. Architect will pay any and all resulting costs, damages and attorney's fees finally
awarded, provided that:
(1)
City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
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(a) If Architect defends City against such claims, the City Attorney of City shall be kept
informed of settlement negotiations, and shall execute any settlement agreement reached
by Architect on City's behalf.
(b)
Architect's defense and indemnification under this section is conditioned on City's
agreement that if any of the designs, plans or specifications, become, or in Architect's
opinion are likely to become, the subject of such a claim, City will permit Architect, at
Architect's option and expense, either to procure the right for City to continue using the
designs, plans or specifications or to replace or modify the same so that they become non -
infringing; and if neither of the foregoing alternatives is available on terms which are
reasonable in Architect's judgment, City, to the extent City is legally able to do so, will
cease using the designs, plans or specifications on written request of Architect, m which
instance City has the sole option to either require Architect to perform new design work
at Architect's sole expense, or to terminate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based upon the
modification or alteration of the designs, plans or specifications prepared under this
Agreement subsequent to the Project by City, or by any engineering consultant
subsequently employed by City.
(d) The foregoing states the entire obligation of Architect with respect to infringement of
patents and copyrights.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Agreement the minimum professional liability insurance coverage m the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect,
Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the
Contract, at the subconsultant's own expense, the same stipulated minimum insurance required m Section 10.04
above, including the required provisions and additional policy conditions as shown below m Section 10.06, unless
specifically waived by the City Manager. As an alternative, Architect may include its subconsultants as additional
insureds on its own coverages as prescribed under these requirements. Architect's certificate of insurance shall note
in such event that the subconsultants are included as additional insureds and that the Architect agrees to provide
Workers' Compensation coverage for the subconsultants and their employees. Architect shall obtain and monitor the
certificates of insurance from each subconsultant m order to assure compliance with the insurance requirements.
Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the
responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon
request and without expense, to receive copies of these certificates of insurance.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 shall include the following
conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, nonrenewal or
any material change m coverage, a notice thereof shall be given to City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for payment of any
premiums or assessments for any deductibles which all are at the sole responsibility and risk of
Architect.
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(3)
The term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions,
Departments, and officers of City and the individual members, employees and agents thereof m
their official capacities, and/or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by
City, to any such future coverage, or to City's Self -Insured Retentions of whatever nature.
10.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect
shall be borne solely by Architect, with certificates of insurance evidencing such minimum coverage m force to be
filed with the City.
ARTICLE XI
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES. ETC.
11.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall comply
with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round Rock, as amended, and
with all applicable rules and regulations promulgated by all local, State and National boards, bureaus and agencies.
Architect shall further obtain all permits and licenses required in the performance of the professional services
contracted for herein.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed
hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales,
Excise, and Use Tax Act.
ARTICLE XII
TERM
12.01 Term. Unless sooner terminated m accordance with the applicable provisions hereof, or extended by
mutual agreement approved by City's Director, the term of this Agreement shall be from the date hereof until final
completion of the Project and all architectural/engineering and construction administration services in connection
therewith, including the final one (1) year warranty inspection, and resolution of any outstanding Project -related
claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is of critical
importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so
that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with
sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under
this Agreement m the highest professional manner.
ARTICLE XIII
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
13.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers, employees,
agents, consultants and subcontractors will have no financial interest, direct or indirect, m the purchase or sale of
any product, materials or equipment that will be recommended or required for the construction of the Project.
13.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other documentation and
work developed by Architect hereunder shall be kept confidential, and shall not be disclosed to any third parties
without the prior written consent and approval of City's Director.
ARTICLE XIV
GENERAL PROVISIONS
14.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any failure of
Architect to complete the services for each phase of this Agreement within the agreed Project Performance Schedule
will constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures
15
to use his best efforts m accordance with the terms of this Contract. Where damage is caused to City due to
Architect's failure to perform m these circumstances, City may withhold, to the extent of such damage, Architect's
payments hereunder without waiver of any of City's additional legal rights or remedies.
14.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is prevented
from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond
its control. However, notice of such impediment or delay m performance must be timely given and all reasonable
efforts undertaken•to mitigate its effects.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest in
this Agreement without prior written authorization of City's Director.
14.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be
amended or supplemented by mutual agreement of the parties hereto m writing.
14.05 Enforcement and Venue. This Agreement shall be enforceable m Round Rock, Williamson County,
Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Contract shall be governed
by and construed in accordance with the laws and court decisions of the State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows:
Steve Norwood
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
and to:
Larry Madsen
Construction Manager
2008 Enterprise Drive
Round Rock, Texas 78664
and to:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, Texas 78644
All notices and correspondence from City to Architect shall be mailed or delivered to Architect at:
Marmon Mok, LP
Gregory J. Houston, AIA, Partner/Project Manager
One Riverwalk Place
700 N. St Mary's, Suite 1600
San Antonio, Texas 78205
II WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed m its
corporate name, by its Mayor, duly authorized to execute the same m its behalf by Resolution No.
'I.— `t 1 l - (u - IOAcI approved by the CityCouncil on tl- ( D- )1
2011, and Marmon Mok, LP, 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.
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THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS 78711-2337
OR 333 GUADALUPE, SUITE 2-350, AUSTIN, TEXAS 78701-3942, TELEPHONE (512) 305-9000, HAS
JURISDICTION OVER INDNIDUALS LICENSED UNDER THE ARCHITECTS' REGISTRATION LAW,
TEXAS CIVIL STATUTES, ARTICLE 249a.
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CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
FOR CITY, ATTEST:
By:
Sara L. White, City Secretary
FOR CITY, ' ROVED AS T 1 FORM:
By:
Stephan . Sheets, City Attorney
MARMON MOK, LP
By:
Gre ! J. to s AIA
P. .. /ProjectM• .•ger
Marmon Mok, L.L.P.
By: Marmon Mok Management Group, LLC,
a Texas limited liability company,
its General Partner
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