Contract - McKinney York Architects-Supplemental No. 1 - 6/27/2024 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 City of Round Rock Fire Station No. 10 with McKinney
Architects,Inc."for the following Project:
Professional architectural services and design services related to the following:
City of Round Rock Fire Station No. 10
Professional services for this Project shall include, but not be limited to, Design Phase
Services, Construction Documents Phase Services, Procurement Phase Services, and
Construction Phase Services. Architect shall be the Architect of Record and shall be in
charge of coordination of the consultants provided by the Architect. The Architect shall
coordinate the work of the Architect with the work of the Owner's other design
consultants. The Owner shall require the Owner's other consultants to likewise
coordinate their work with the work of the Architect. The Owner shall also require their
other design Consultants to coordinate the schedule for the performance of their services
with the Architects performance schedule to allow the Architect to efficiently provide
their services for their project.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements,that being the Q_Tiiday of J(&E , 2024, and likewise is by and
between the same parties, those being the CITY OF ROUND ROCK, a home-rule municipal corporation
of Williamson and Travis Counties, Texas (hereinafter referred to as "City" and/or "Owner") and
McKinney Architects, Inc., with offices located at 1301 East Seventh Street, Austin, Texas 78702
(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 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, confirming project
program and space requirements, document production, bidding-related services, and construction
observation services related to the Project;and
WHEREAS, total compensation for Architect's services under this Agreement shall be paid
pursuant to Exhibit "A" of the Agreement and shall not exceed: $284.200.00, including reimbursable
expenses in an amount not to exceed$1.500.00; and
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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;and
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed
to provide such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the Agreement this document supplements and herein,hereby agree as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in 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 be paid pursuant to Exhibit"A"of the Agreement and shall not exceed Two Hundred Eighty-Four
Thousand Two Hundred and No/100 Dollars($284,200.00), including a not-to-exceed amount of One
Thousand Five Hundred and No/100 Dollars ($1,500.00) 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 architectural services, landscape architecture and irrigation services, and structural, mechanical,
electrical, and plumbing engineering services. 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 coordinate its services with the City, represented by its City
Manager or his designee,hereinafter referred to as"Director."
2.01.1 The Structural Engineering services provided by the Architect shall be limited solely to those
described in the STRUCTURESPE, LLP Professional Services Agreement Fee Proposal to Al York,
Principal, McKinney York Architects dated April 22, 2024. The Mechanical, Electrical and Plumbing
Engineering Design Services provided by the Architect shall be limited solely to those described in the
Aptus Engineers Proposal for Mechanical, Electrical and Plumbing Engineering Design Services for Old
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Settlers Fire Station — Fire Station No. 10 1 City of Round Rock to Al York, Partner, McKinney York
Architects dated April 17,2024.
2.02 Design Phase. Architect shall provide the following Design Documents Phase Services: as
delineated in the Agreement this document supplements and herein,and as follows:
2.02.1 Based on the Project requirements defined by the description of the Program in the Agreement,
the Architect shall prepare and present, for the Owner's approval,Design Documents illustrating the scale
and relationship of the Project components utilizing the prototype design floor plan modified to
accommodate the programmatic changes. The Design Documents shall consist of drawings and other
documents including a site plan, if appropriate, and preliminary building plans, sections, and elevations;
and may include some combination of study models, perspective sketches, or digital representations.
Preliminary selections of major building systems and construction materials shall be noted on the
drawings or described in writing. Because the Revit model that was provided by the Owner as the basis
for development of Fire Station No. 3 documents contains substantial discrepancies, it is unsuitable as an
efficient base drawing for the updated Fire Station No. 1. As part of this phase, the Architect will begin
the construction of a new base Revit model and complete that process in the subsequent Construction
Documents Phase.
2.02.2 The Architect shall have no responsibility for providing cost estimates or opinions of the probable
construction cost.
2.02.3 The Architect shall submit the Design Documents as a single digital copy to the Owner,making a
presentation in person or via ZOOM and request the Owner's comments and approval be given at the
conclusion of that presentation meeting.
2.03 Construction Documents Phase. Architect shall provide the Construction Documents Phase
Services as delineated in the Agreement this document supplements,elsewhere herein,and as follows:
2.03.1 Based on the Owner's approval of the Design Documents, and on the Owner's authorization of
any adjustments in the Project requirements, the Architect shall prepare Construction Documents for
the Owner's approval.The Construction Documents shall illustrate and describe the further development of
the approved Design Documents and shall consist of Drawings and Specifications setting forth in detail
the quality levels and performance criteria of materials and systems and other requirements for the
construction of the Work. The Architect will complete the reconstruction of the Revit model provided by
the Owner to the Architect for the previous Fire Station No. 1 project during this phase. The
Owner and Architect acknowledge that, in order to Construct the Project, the Contractor will provide
additional information, including Shop Drawings, Product Data, Samples and other similar submittals,
which the Architect shall review in accordance with 2.06(15).
2.03.2 The Architect shall incorporate the design requirements of governmental authorities having
jurisdiction over the Project into the Construction Documents.
2.03.3 During the development of the Construction Documents, the Architect shall assist the Owner in
the in preparation of the Proposal Forms, shall utilize without modification City's standard General and
Supplementary General Conditions, and shall draft 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
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includes the Conditions of the Contract for Construction and Specifications and may include proposal
requirements and sample forms.
2.03.4 The Architect shall have no responsibility for providing cost estimates or opinions of the probable
construction cost.
2.03.5 Prior to finalizing and sealing the Construction Documents,the Architect shall submit a draft set
of the Construction Documents to the Owner labeled `95%' and request the Owner's final comments.
Upon receipt of the last of the Owner's review comments the Architect shall finalize the Construction
Documents and request the Owner's approval.
2.03.6 Architect shall provide the City a digital copy(PDF)of a complete set of proposed Construction
Documents for review,official approval,and the Owner's submission for Building and other development
permits prior to the advertisement of proposals for the construction of the Project,and within the agreed
Performance Schedule.
2.03.7 Architect shall be solely responsible for submitting the Architect's Instruments of Service for
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 or the independent Registered
Accessibility Specialist performing the review on behalf of the Department at the rates established by the
Department for this approval shall be initially paid by the Architect who shall be reimbursed by the City.
The anticipated cost of these fees is included in the reimbursable expense allowance that is included in the
Architects total fee.
2.04 Procurement Phase. Architect shall provide the Procurement Services delineated in the
Agreement this document supplements,elsewhere herein,and as follows:
2.04.1 Following City's approval of the Construction Documents, Architect shall assist City in awarding
a construction contract following legal public competitive sealed proposal requirements. Architect shall
transmit Construction Documents to the Owner in electronic (PDF) format for reproduction and
distribution. Owner shall be responsible for payment for the costs of reproduction of such documents.
During the procurement process,Architect hall assist City as follows:
(1) Jointly conducting pre-proposal conferences, including on-site visits as required,to assist
the bidders/proposers with an understanding of the Construction Documents, the various
on-site conditions,and the coordination and scheduling requirements.
(2) Preparing responses to questions from prospective bidders/proposers, and providing
clarifications and interpretations of the Procurement Documents to all prospective
proposers in the required form of addenda to Contract Documents.
(3) Assisting in the opening of proposals, tabulation and evaluation of proposals received,
and advising on award of the contract.
(4) Jointly conducting pre-award conferences where necessary.
(5) The Architect shall compile a Conformed Set of Construction Documents at the
conclusion of the Procurement Phase incorporating addenda and selected alternates for
use by the Contractor during construction.
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Architect's assistance to City shall include submitting written reviews and recommendations for
awards based upon the acceptability of proposals. Architect's role during the Procurement Phase shall be
limited to advising and consulting with the City, and the City retains all responsibility for the actual
selection of the Contractor.
2.05 Construction Phase. Architect shall provide the following Construction Phase Services as
delineated in the Agreement this document supplements,elsewhere herein,and as follows:
The Construction Phase will commence with the award of the first Construction Contract and will
terminate following the date the Architect issues the final Certificate of Payment:
(1) Architect shall provide administration of the Construction Contract as set forth in this
Agreement. Architect's assigned authority thereunder will not be modified without
Architect's written consent.
(2) Architect shall review properly prepared,timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the nature of the clarification
requested.
(3) If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. When making such interpretations and initial decisions, Architect will
endeavor to secure faithful performance by both Owner and the Contractor,will not show
partiality to either, and will not be liable for the results of interpretations or decisions so
rendered in good faith.
(5) Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
(6) Architect shall report to Owner all known substantial 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.
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(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, City will endeavor to issue instructions to its
Contractors 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 on-site construction observation, periodically visiting the site to
the extent necessary to familiarize itself with the progress and quality of the work, and to
determine, in general, if the work observed is proceeding in a manner indicating that the
work, when fully completed, will be in general 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 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 Architect observes actions or omissions by the Contractor which
are not in accordance with the Contract Documents.
(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
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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 commercially reasonable efforts to promptly review and respond to
submittals required by the Contract documents (including 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.
Prompt review by Architect of submissions is of prime importance to City, but Architect
shall not be held to a higher standard than the Standard of Care in the Agreement.
(15) Architect shall prepare Change Orders and/or Construction Change Directives to the
construction contract, in electronic (PDF) format, after review and approval by the 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 As-Designed Record
Construction Drawings, which include or attach significant design changes during the
construction process. Architect shall provide As-Designed Record Construction
Specifications which will identify the design changes in the specifications on a sheet,
which sheet shall be inserted at the beginning of each section to which they pertain.
(20) Owner shall require the Contractor to submit to Owner the following: (1) consent of
surety or sureties, if any, of reduction in or partial release of retaining or the making of
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final payment; and (2) affidavits, receipts, releases and waivers of liens or bonds
indemnifying Owner against liens;and(3)as-built record documents.
2.06 Warranty Phase. If requested by the Owner and agreed by the Architect,Architect shall provide
the Warranty Phase Services in this Section 2.06 as Additional Services. Architect shall assist Owner in
scheduling convections 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 the City, the Subconsultants and of
each prime contractor engaged on the Project. For any non-warranty involvement of Architect, payments
shall be made based upon the Hourly Rate Schedule contained in this Agreement.
2.07 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.
2.08 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. Architect
shall not proceed until the appropriate Resolution or directive for such Additional Services has been
delivered from the City Council or City Manager. The following services are not covered under Article
II, which defines and outlines Architect's Basic Services. If any of these Additional Services are
authorized in writing by Director in advance of their performance, they shall be paid for in the manner
agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City. If
changes are required to be made because of error, oversight, clarification, or discrepancy
in the Construction Documents, 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.
(4) Providing construction phase services more than twelve (12) months after the start of
construction or the Contractor's Notice to Proceed,whichever occurs first.
(5) Performing more than two(2)reviews of any shop drawing, product data item, sample or
similar submittal from the Contractor.
(6) Providing more than twenty-four (24) site visits/construction meetings over the duration
of the Project.
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(7) Providing more than two (2) inspections for any portion of the Work to determine
whether such portion of the Work is substantially complete in accordance with the
requirements of the Contract Documents.
(8) Providing more than one (1) inspection for any portion of the Work to determine Final
Completion.
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. Unless otherwise agreed,the Director shall be the City's designated representative. City
shall examine documents submitted by Architect and render decisions pertaining thereto promptly to
avoid unreasonable delays in the orderly process 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 Fees. City shall pay for fees required for Architect's submittal and approval of documents as set
forth in the Agreement this document supplements.
3.06 Miscellaneous items. City will also provide Architect with City of Round Rock General and
Supplementary General Conditions for Building Construction, Instructions to Bidders, Proposal Forms,
Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and
materials as may be necessary and practicable for the orderly and expeditious process of the work and the
awarding of the Construction Contract. To the extent practicable, these documents shall be utilized in the
preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. Since Owner has provided Architect with a Protype setting for
the established systems and general design elements, Architect has no responsibility for fixed limit of
Budgeted Construction Cost.
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ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are included in the total Fee delineated in the
Agreement this document supplements and herein, and include the actual expenditures and actual costs
set forth in the Agreement this document supplements.
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,to the extent applicable.
6.02 Reimbursable Expenses. Payments for authorized Reimbursable Expenses for Architect, as
hereinbefore referred to and in an amount not to exceed$1,500.00, 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.
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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 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. Upon payment in for
full for all services provided by Architect, 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, subject to any record-keeping requirements imposed on the Architect by the TBAE or other
similar regulatory authority. 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 disputed payments to Architect when Architect is in
default under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity,
which City may have if Architect is in default, including the right to bring legal action for damages or to
force specific performance of this Agreement.
ARTICLE IX
GENERAL.SUPPLEMENTARY AND SPECIAL CONDITIONS,
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for Construction", are
to be used by Architect without modification; however,City may,upon prior consultation,approve of any
changes that may be necessary for specific cases or instances. Any special conditions pertaining to the
Project that are approved by City will be included under the Special Conditions portion of the
Construction Documents.
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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 that are consistent
with the terms of this Agreement. 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 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 any negligent act or omission of
Architect, his officers, agents, associates, employees or subconsultants, in the performance of this
Agreement. 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 indemnify and
hold harmless 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 control of settlement negotiations.
(a) 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 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
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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. Failure to maintain the minimum insurance coverage during the term of this Agreement shall be
considered a material breach of this Agreement.
10.05 Subconsultant Insurance. If applicable, 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.
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, or non-
renewal,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,or non-renewal 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 as required by the Standard of Care provided in the Agreement.
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.
12.02 Project Performance Schedule. Architect agrees to endeavor to perform its services in a
reasonably timely manner and in connection with the Project Performance Schedule. However, Architect
shall not be responsible for delays caused by the City,its Contractor,or any of their separate consultants.
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. Except as otherwise provided in this Agreement, Architect's reports,
evaluations, designs, drawings, data, and all other documentation and work developed by Architect
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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. This provision shall not apply if the work product is
ordered to be disclosed by a court or other legal authority,or is already in the public domain.
ARTICLE XIV
GENERAL PROVISIONS
14.01 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.
14.02 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.
14.03 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.
14.04 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.
14.05 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:
McKinney Architects, Inc.
Attn: Charles York,FAIA
1301 East Seventh Street
Austin, Texas 78702
[Signatures on the following page.]
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IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its
corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No.
-�02• <<'g approved by the City Council on 7 9Q.U, and
McKinney Architects, Inc., dba McKinney York Architects signing by Ind 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 MCKINNEY ARCHITECTS, INC.,dba
McKinney York Architects
By: By:
Craig Mo gan, Wor Charles A. Y(kL,_OkIA, Principal
Date: J .;2 Date:
ATTEST:
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By: QMIMUM A),%..WV
Meagan Spi I
s, City C rk
FOR CITY,APPROVED AS TO FORM:
By:
Stephanie L. Sandre,City Attorney
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