Contract - Brinkley Sargent Architects - Supplemental No. 1 - 3/14/2024 SUPPLEMENTAL AGREEMENT NO. 1
CITY OF ROUND ROCK §
STATE OF TEXAS § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This document is entitled Supplemental Agreement No. 1, and it supplements "City of Round
Rock Agreement for Architectural Services for Public Safety Training Center Phase 2 with Brinkley
Sargent Architects"("Agreement")for the following Project:
Professional architectural services and design services related to the following:
construction of Phase 2 Improvements of the Public Safety Training Center, including
classroom space and a EVOC driving track. Said Project more specifically described in
Exhibit"A"of the Agreement.
Professional services for this Project shall include, but not be limited to, Schematic
Design, Design Development, Construction Documents, Bidding, and Construction
Observation. Architect shall be the Architect of Record, and shall be in charge of
coordination of consultants.
This Supplemental Agreement No. 1 is made enterinto as of the same date of the Agreement it
supplements, that being the4iay of %XJ , 2024, and likewise is by and between
the same parties, those being the CITY OF ROUND OCK, a home-rule municipal corporation of
Williamson and Travis Counties, Texas (hereinafter referred to as "City" and/or "Owner") and
BRINKLEY SARGENT ARCHITECTS, with offices located at 1005 E St. Elmo Building 8, Austin,
Texas 78745 (hereinafter referred to as"Architect").
WITNESSETH:
WHEREAS, as is recited in the Agreement this document supplements, City intends to provide
services for the design and construction of the described project (hereinafter called the "Project").
Architect's services are desired for purposes including but not limited to being architect of record,
coordinating consultants, planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, document production, bidding-related services, and construction observation
services related to the Project. Total compensation for Architect's services under this Agreement shall
not exceed the following: $1,013,025.00, including reimbursable expenses in an amount not to exceed
$20,000.00.
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract
with Architect for the delineated professional services, 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;
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NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the Agreement this document supplements and herein, hereby agree as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in the Agreement this
document supplements and herein.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions as
recited in the Agreement this document supplements and herein.
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 $1,013,025.00, including a not-to-exceed amount of $20,000.00 for approved
Reimbursable Expenses. These amounts represent the absolute limit of City's liability to Architect under
this Agreement,unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the phases described below, and
include complete planning, civil, architectural, design, structural, mechanical/electrical/plumbing
engineering services, document production, bidding-related services, and construction observation
services, and such other services as may be necessary to assist the City in the design and construction of
the Project, within the limits the City has budgeted or will budget therefor, and in compliance with the
Project Facility Program,which is hereby made a part of this Agreement for all purposes. Architect agrees
that upon execution of this Agreement, it will submit to City within ten (10) days a list of all additional
consultants it intends to utilize, not previously identified in Architect's proposal, delineating their
respective tasks. All of Architect's consultants shall be subject to the approval of the City through its City
Manager, and City reserves the right to reject any consultant. Architect shall perform all work hereunder
in a manner satisfactory and acceptable to the City, represented by its City Manager or his designee,
hereinafter referred to as "Director." A Performance Schedule shall be agreed to by Architect and
Director, and Architect agrees to use its best efforts to complete all services hereunder in accordance with
such Performance Schedule. All services shall be performed to the highest professional standard.
2.02 Schematic Design Phase. Architect shall provide the following Schematic Design Phase
Services: as delineated in the Agreement this document supplements.
2.03 Design Documents Phase. Architect shall provide the following Design Documents Phase
Services: as delineated in the Agreement this document supplements and herein,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
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include adequate specifications for elements of the Project for consideration and approval
by Director. Five (5) copies each of said documents will be submitted to City, each
consisting of drawings and other documents to fix and describe the size, cross sections
and character of the Project as to architectural, structural, mechanical and electrical
systems, materials, and such other essentials as may be necessary and appropriate. Said
documents shall illustrate and describe the refinement of the design of the Project,
establishing the scope, relationships, forms, size and appearance of the Project by means
of plans, sections and elevations, typical construction details, and equipment layouts.
Said documents shall include outline specifications that identify major materials and
systems and establish in general their quality levels. The Design Document Phase shall be
completed within the agreed Performance Schedule.
2.04 Construction Documents Phase. Architect shall provide the following Construction
Documents Phase Services: as delineated in the Agreement this document supplements and herein,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 file five (5) complete sets of proposed Construction Documents with
Director for review and official approval prior to the advertisement of bids for the
construction of the Project, and within the agreed Performance Schedule following
approval of the Design Documents. Following approval, Architect shall prepare and have
on hand additional sets as needed for bidding purposes. Should additional sets be
required, Architect will be reimbursed for same as an eligible reimbursable expense,upon
approval in advance by City. Architect shall also file with Director at said time, the
following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall be returned to Architect to print contract documents when the
signatures of City officials have been properly affixed).
(b) 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
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Bond Forms; approved Wage Rates; Federal regulations if applicable to the
Project;and other required documents for construction of the Project.
(3) Architect shall be solely responsible for obtaining the prior approval of the Texas
Department of Licensing and Regulation prior to submittal of all Construction
Documents to City for approval. Any fees charged by the Department for this approval
shall be paid by Architect as a reimbursable expense.
2.05 Bidding and/or Negotiation Phase. Architect shall provide the following Bidding/Negotiation
Services: as delineated in the Agreement this document supplements and herein,and as follows:
Following City's approval of the Construction Documents and of the latest Statement of Probable
Construction Cost, Architect shall assist City in awarding a construction contract following legal public
bid requirements. Architect shall arrange for procuring the reproduction of Bidding Documents,
distributing same to prospective bidders, and maintaining records. Owner shall be responsible for
payment for the costs of reproduction of such documents, either directly or through reimbursement to
Architect. During the bid process, Architect shall assist City as follows:
(1) Jointly conducting pre-bid conferences, including on-site visits as required, to endeavor
to assure that bidders understand the Construction Documents, the various on-site
conditions,and the coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders, and providing clarifications
and interpretations of the Bidding Documents to all prospective bidders in the required
form of addenda to Contract Documents.
(3) Assisting in the opening of bids,tabulation and evaluation of bids received, and advising
on award of the contract.
(4) Jointly conducting pre-award conferences where necessary.
Architect's assistance to City shall include submitting written reviews and recommendations for
awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific
bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents.
2.06 Construction Observation Phase. Architect shall provide the following Construction
Observation Phase Services: as delineated in the Agreement this document supplements and herein, 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.
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(2) Architect shall review properly prepared,timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification
requested.
(3) If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. When making such interpretations and initial decisions, Architect will
endeavor to secure faithful performance by both Owner and the Contractor, will not show
partiality to either, and will not be liable for the results of interpretations or decisions so
rendered in good faith.
(5) Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
(6) Architect shall report to Owner all deviations from the Contract Documents and most
recent construction schedule submitted by the Contractor. However, Architect will not be
responsible for the Contractor's failure to perform work in accordance with requirements
of the Contract Documents. Architect will be responsible for Architect's acts or
omissions, but will not have control over or charge of and will not be responsible for acts
or omissions of the Contractor, Subcontractors,or their agents or employees,or any other
persons or entities performing portions of the work.
(7) Architect will at all times have access to the work wherever it is in preparation or in
progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about
matters arising out of or relating to the Contract Documents. Communications by and
with Architect's subconsultants will be through Architect.
(9) Architect,as a representative of City, shall advise and consult with Director and will keep
City informed in writing through him of the progress of the Project, including percent
complete on a monthly basis, during the Construction Phase; and after issuance of the
"work order"to proceed with the work,all of City's instructions to its Contractors will be
issued through Architect. Architect will have authority to act on behalf of Owner only to
the extent provided in this Agreement unless otherwise properly modified by written
amendment.
(10) Architect shall provide, during construction, adequate and competent on-site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
itself with the progress and quality of the work, and to determine if the work is
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proceeding in accordance with the Contract Documents. Architect's site observations
may be conducted with Owner's designated representative to check conformance of the
work with the requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Contractor of work to be completed or
corrected. Field Reports of each visit shall be prepared by Architect and submitted to
City. Architect shall employ all reasonable measures to safeguard City against defects
and deficiencies in the work of the Contractor. Architect shall not be responsible for the
construction means, methods, techniques, sequences of procedures, nor for the safety
precautions and programs employed in connection with the work. However, Architect
will immediately inform Director whenever defects and deficiencies in the work are
observed, or when any observed actions or omissions are undertaken by the Contractor
which are not in the best interests of City and the Project.
(11) Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine,monthly, the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to
Director for approval and payment. These certifications shall constitute a representation
by Architect to City, based on observations at the site and other data comprising the
application for payment, that the work has progressed to the point indicated; that to the
best of Architect's knowledge, information and belief, the quality of the work is in
accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate);and that the Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of
Architect to the Contractor, Subcontractors, material and equipment suppliers, their
agents or employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to the execution and progress of the work or the interpretation of the
Contract Documents, based upon such review and analysis by Architect as may
reasonably be required. In the event of litigation, where Architect is named as an
additional party with the City, such assistance will include the availability of
knowledgeable witnesses in the employ of Architect for expert testimony.
(14) Architect shall use its best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
conformance only with the design concept of the Project and with the information given
in the Contract Documents. Architect shall establish and implement precise procedures,
to be approved by City's Director, for expediting the processing and approval of these
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
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(15) Architect shall prepare Change Orders and/or Construction Change Directives to the
construction contract, in six (6) copies, after review and approval by City. Each Change
Order shall be specific and final as to prices and extensions of time, with no reservations
or other provisions allowing for future additional money or time as a result of the
particular changes identified and fully compensated in the Change Order. Architect's
compensation for preparation of Change Orders, if any, shall be determined by Section
2.09(1)below.
(16) Architect shall conduct inspections to determine the dates of substantial completion and
final completion, shall receive written guarantees and related documents assembled by
Contractor for submittal with the final Certificate of Payment, and shall prepare and
present final Certificate for Payment to Director for City's approval and payment. In
addition, Architect shall make inspection of the Project at least thirty(30)days before the
expiration of the one(1)year warranty contained in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the.Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(18) Architect shall have authority to order minor changes in the construction work, consistent
with the Contract Documents, and not involving an adjustment in the Contractor's bid
price or an extension of the Project Schedule. Such changes shall be accomplished by
Field Order. In addition, Architect may issue written Field Orders which interpret the
Plans and Specifications,with copies submitted to City's Director.
(19) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and
final location of mechanical and electrical service lines and outlets, based upon marked-
up prints of drawings and other data furnished by the Contractor to Architect. Architect
shall provide Record Construction Specifications which will identify the changes in the
specifications on a sheet, which sheet will be inserted at the beginning of each section to
which they pertain.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1)
consent of surety or sureties, if any, of reduction in or partial release of retainage or the
making of final payment; and (2) affidavits, receipts, releases and waivers of liens or
bonds indemnifying Owner against liens.
2.07 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion of the prime
general contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project.
Architect shall then prepare a list of work which needs to be done by each prime contractor to satisfy that
prime contractor's warranty obligations to City. For any non-warranty involvement of Architect,
payments shall be made based upon the Hourly Rate Schedule contained in this Agreement.
2.08 Project Representation Beyond Basic Services. In the event that circumstances should develop
whereby continuous, full-time representation at the Project site is required, the conditions under which
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such representation shall be furnished and the Project Representatives selected, employed and directed
shall be governed by an additional written Supplemental Agreement between City and Architect.
2.09 Additional Services. Architect shall perform Additional Services, as requested by City, after a
not-to-exceed amount has been mutually agreed upon in writing by Director and Architect. Where City
Council or City Manager authorization is required, Architect shall not proceed until the appropriate
Resolution or directive for such Additional Services has been delivered. The following services are not
covered under Article ll, which defines and outlines Architect's Basic Services. If any of these Additional
Services are authorized in writing by Director in advance of their performance, they shall be paid for in
the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City. If
changes are required to be made because of error,oversight,clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or
other cause during construction, and furnishing professional services as may be required
in connection with the replacement of such work, unless damage was the result of
Architect's error.
(3) Providing other extraordinary professional services over and above the contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to"fast-track"the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information.City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized to
act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining
thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
3.04 Permits. City will furnish the building permit without charge. Electrical, plumbing and other
trade permits will be the responsibility of the construction contractor. Any charges which may be assessed
for tap fees will be paid by City and are not to be included by Architect in the Specifications for the
Project.
3.05 Miscellaneous items. City will also provide Architect with such items as the Project Facility
Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for
Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms,
Bid Advertisement Form, and such other information and materials as may be necessary and practicable
for the orderly and expeditious process of the work and the awarding of the Construction Contract. To the
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extent practicable,these documents shall be utilized in the preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this
Project has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also
include in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the
lowest responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project 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,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.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are included in the total not-to-exceed fee
delineated in the Agreement this document supplements and herein, and include actual expenditures at
actual costs made by Architects,their employees,or their consultants in the interest of the Project.
5.02 Travel,phone,postage, reproduction,etc. The following shall be reimbursable and included in
the total not-to exceed fee: reasonable transportation and living expenses of principals and employees
when traveling in connection with the Project outside of Round Rock, 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.
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 related fees charged to Architect
by the Texas Commission on Environmental Quality shall be reimbursable.
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5.06 Special Consultants. If the employment of special consultants for specialized design services is
authorized by City, (for example, special lighting and landscape consultants, special soil mechanics
engineers, communications consultants, etc.), fees for other than normally required architectural,
structural, mechanical, electrical and civil engineering services and the Basic Services hereinbefore
defined,shall be reimbursable.
ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each phase, as delineated in the Agreement this document
supplements and herein.
As to the Construction Observation Phase fee apportionment, Architect shall invoice for equal
monthly payments based upon the contractually-stipulated Construction Period.
6.02 Reimbursable Expenses. Payments for authorized Reimbursable Expenses for Architect, as
hereinbefore referred to and in an amount not to exceed$20,000.00,shall be made following presentation,
review and approval of Architect's detailed invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims,whether paid by City or denied.
6.05 Abandonment. If any work designed or specified by Architect during any phase or subphase is
abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account
of it prior to receipt of written notice from City through its Director of such abandonment or suspension.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be in a form to be specified by Director. All payments to
Architect shall be made on the basis of the invoices submitted by Architect and approved by Director.
Such invoices shall conform to the schedule of services and costs in connection therewith set out
hereinabove. All Reimbursable Expenses shall be clearly shown. Should additional backup material be
requested by Director, Architect shall comply promptly with such request. In this regard, should Director
determine it necessary, Architect shall make all records and books relating to this Agreement available to
City for inspection and auditing purposes.
6.07 Payment of Invoices. City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Architect and to adjust the same to meet the requirements of the
Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later
than the time period required under the Texas Prompt Payment Act; however, under no circumstances
shall Architect be entitled to receive interest on payments which are late because of a good faith dispute
between Architect and City or because of amounts which City has a right to withhold under this
Agreement or state law.
6.08 Offsets. City may,at its option,offset any amounts due and payable under this Agreement against
any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due
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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 City
in a reasonably organized form without restriction on future use. Should City subsequently contract with a
new architect for continuation of services on the Project, Architect shall cooperate in providing
information.
8.02 Default.Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as determined by Director or which is not submitted in compliance with the terms of this
Agreement. City shall not be required to make any payments to Architect when Architect is in default
under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which
City may have if Architect is in default, including the right to bring legal action for damages or to force
specific performance of this Agreement.
ARTICLE IX
GENERAL,SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock — Supplementary,
Special and General Conditions 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 additional special conditions pertaining to the Project that are approved by City will be included
under the Special Conditions portion of the Construction Documents.
9.02 Contract Administration. This Agreement shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute
arising hereunder shall be submitted to Director, whose decision in the matter shall be final and binding.
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ARTICLE X
RESPONSIBILITY FOR WORK.INDEMNIFICATION AND INSURANCE
10.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a
release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other
documents and work; nor shall such approval be deemed to be an assumption of such responsibility by
City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other
documents prepared by Architect,his employees,subcontractors,agents and consultants.
10.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and
expenses for personal injury (including death), property damage or other harm for which recovery of
damages is sought, suffered by any person or persons, that may arise out of or be occasioned by
Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or
omission of Architect, his officers,agents, associates, employees or subconsultants, in the performance of
this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability
resulting from the negligence of City, its officers, agents, employees or separate contractors, and in the
event of joint and concurrent negligence of both Architect and City, responsibility and indemnity, if any,
shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however,
waiving any governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties
hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or
entity.
10.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and
indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or
Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this
Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily, regardless of whether
or not City is proven to have actively induced or contributed to the infringement. Architect will pay any
and all resulting costs,damages and attorney's fees finally awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
(a) If Architect defends City against such claims, the City Attorney of City shall be
kept informed of settlement negotiations and shall execute any settlement
agreement reached by Architect on City's behalf.
(b) Architect's defense and indemnification under this section is conditioned on
City's agreement that if any of the designs, plans or specifications, become, or in
Architect's opinion are likely to become, the subject of such a claim, City will
permit Architect, at Architect's option and expense,either to procure the right for
City to continue using the designs, plans or specifications or to replace or modify
the same so that they become non-infringing; and if neither of the foregoing
alternatives is available on terms which are reasonable in Architect's judgment,
City,to the extent City is legally able to do so, will cease using the designs, plans
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or specifications on written request of Architect, in which instance City has the
sole option to either require Architect to perform new design work at Architect's
sole expense,or to terminate this Agreement.
(c) Architect has no liability under this section for any claim of infringement based
upon the modification or alteration of the designs, plans or specifications
prepared under this Agreement subsequent to the Project by City, or by any
engineering consultant subsequently employed by City.
(d) The foregoing states the entire obligation of Architect with respect to
infringement of patents and copyrights.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Agreement the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable
to City.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to maintain
during the term of the Contract, at the subconsultant's own expense, the same stipulated minimum
insurance required in Section 10.04 above, including the required provisions and additional policy
conditions as shown below in Section 10.06, unless specifically waived by the City Manager. As an
alternative, Architect may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Architect's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds and that the Architect agrees to provide Workers'
Compensation coverage for the subconsultants and their employees.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in order
to assure compliance with the insurance requirements. Architect must retain the certificates of insurance
for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. City shall be entitled, upon request and without expense, to
receive copies of these certificates of insurance.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by
certified mail to:
City Manager,City of Round Rock
221 East Main Street
Round Rock,Texas 78664
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non-renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for payment
of any premiums or assessments for any deductibles which all are at the sole
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responsibility and risk of Architect.
(3) The Term "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees
and agents thereof in their official capacities, and/or while acting on behalf of the City of
Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's Self-Insured Retentions of
whatever nature.
10.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by
Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum
coverage in force to be filed with the City.
ARTICLE XI
COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES, ETC.
11.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall
comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round
Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and
National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in
the performance of the professional services contracted for herein.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services
performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the
Texas Limited Sales, Excise,and Use Tax Act.
ARTICLE XII
TERM
12.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof,or extended
by mutual agreement approved by City's Director, the term of this Agreement shall be from the date
hereof until final completion of the Project and all architectural/engineering and construction
administration services in connection therewith, including the final one(1)year warranty inspection, and
resolution of any outstanding Project-related claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is
of critical importance, and agrees to undertake all necessary efforts to expedite the performance of
services required herein, so that construction of the Project will be commenced as scheduled. In this
regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and
timely accomplish all services required under this Agreement in the highest professional manner.
ARTICLE XIII
FINANCIAL INTEREST PROHIBITED,CONFIDENTIALITY
13.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers,
employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the
purchase or sale of any product, materials or equipment that will be recommended or required for the
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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 to use his best efforts in accordance with the terms of this
Contract. Where damage is caused to City due to Architect's failure to perform in these circumstances,
City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any
of City's additional legal rights or remedies.
14.02 Force Majeure.Neither City nor Architect shall be deemed in violation of this Agreement if it is
prevented from performing any of its obligations hereunder by reasons for which it is not responsible or
circumstances beyond its control. However, notice of such impediment or delay in performance must be
timely given,and all reasonable efforts undertaken to mitigate its effects.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet
or transfer any interest in this Agreement without prior written authorization of City's Director.
14.04 Amendments. This Agreement, representing the entire agreement between the parties, may only
be amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson
County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or
all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas.
This Contract shall be governed by and construed in accordance with the laws and court decisions of the
State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as
follows:
City Manager,City of Round Rock Stephanie L. Sandre,City Attorney
221 East Main Street and to: 309 East Main Street
Round Rock, Texas 78664 Round Rock, Texas 78664
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
Brinkley Sargent Architects
Denny Boyles, AIA, LEED AP, Principal
1005 E St. Elmo Building 8
Austin,Texas 78745
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IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its
co orate name by its Mayor, duly authorized to execute the same in its' b alf by Resolution No.
`r -2024.05 approved by the City Council on and
Brinkley Sargent Architects, signing by and through its duly authorized'representative, thereby binding
the parties hereto, their successors,assigns and representatives for the faithful and full performance of the
terms and provisions of this Contract.
CITY OF ROUND ROCK,TEXAS BRINKLEY SARGENT ARCHITECTS
By: By. I .. lu �//��•
Criag Mo gan,Mayr Denny Boyles,tIA,LEED AP, Principal
Date: 1 Z Date: "� o
ATTEST:
By:
Meagan Spinks ity Clerk
FOR CITY,APPR AS TO FORM:
By: _. _
tephani . Sandre, ity A om y
THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS
78711-2337 OR 333 GUADALUPE, SUITE 2-350,AUSTIN,TEXAS 78701-3942, TELEPHONE (512)
305-9000, HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS'
REGISTRATION LAW,TEXAS CIVIL STATUTES,ARTICLE 249a.
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