R-02-06-13-14G2 - 6/13/2002RESOLUTION NO. R- 02- 06- 13 -14G2
WHEREAS, the City of Round Rock desires to retain professional
services relating to the communication phase of the McConico Building
project, and
WHEREAS,JanCom Technologies, Inc. has submitted an Agreement for
Telecommunications Cabling and Infrastructure Design Services, and
WHEREAS, the City Council desires to enter into said agreement
with JanCom Technologies, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf
of the City an Agreement for Telecommunications Cabling and Infrastructure
Design Services with JanCom Technologies, Inc. for professional services
relating to the communication phase of the McConico Building project, a
copy of said agreement being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
::oDO\ WORLD) x\ o . \woox \aesoLUTI \xzo61]c2.weo /sc
A E T:
RESOLVED this 13th day of June, 2002.
K
CHRISTINE R. MARTINEZ, City Secretary
2
<AO
NY LL, Mayor
City of Round Rock, Texas
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDMONs
1.5 COMPENSATION
AGREEMENT made as of the
(!n Words, indicate day, month and year.)
BETWEEN the Planner/Designer's client identified as the Owner.
(Name, address and other information)
City of Round Rock
221 East Main Street
Round Rock, Williamson County, Texas 78664
and the Planner/Designer:
(Name, address and other information.)
JanCom Technologies, Inc.
1501 West 5 Street, Suite B
Austin, Travis County, Texas 78703
For the following Project:
(Include detailed description of Project.)
Complete mofessional planning and design services required to fulfill the telecommunications needs of the McConico Building
The Owner and Planner/Designer agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as not applicable, "unknown at time of execution" or
"to be determined later by mutual agreement.')
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, ifappropriate, proposed use or goals.)
D \wdmWOR.145.1.1oacms.0076272%71114
Agreement for Telecommunications Cabling
and Infrastructure Design Services
( ) day of the month of in the year Two Thousand Two.
EXHIBIT
1 IIAII
Objectives include, but are not limited to, obtaining planning and design to fulfill the telecommunications needs of the facility known as the
McConico Building being Phase 2 of the Telecommunications Cabling and Infrastructure Design Services required for said McConico Building
and to prepare the programming and design development documentation for the communication and cabling on such
McConico Buildin • includin_ construction documents biddin and n otiation .h. construction administration and tel .hone services.
1.1.2.2 The physical parameters are:
(ldentg or desuibe, (appropriate. size. location. dimensions, or other pertinent information, such as geolechnlcal reports about the site.)
The McConico Building is proposed to be an approximately 26,000 gross square foot building housing a courtroom along with various office.
conference multipurpose rooms and other typical office spaces.
1.1.2.3 The Owner's Program is:
(identify documentation or state the manner in which Me program will be developed.)
The project is currently at the construction document phase of the design sequence.
1.1.2.4 The legal parameters are
(Identify pertinent legal information, including. if appropriate. land surveys and legal descriptions and restrictions of the site.)
1.1.2.5 The financial parameters are as follows:
Compensation to Planner/Designer shall be a lump sum fee of Ten Thousand Ninety Dollars and No1100 ($10,090.00) attributable as follows:
Phase 3 - Construction Documents 54.060.00
Phase 4 - Bidding and Negotiation 1_19_0.00
Phase 5 - Construction Administration $1.440.00
Telephone Service Options Study $3 600.00
1.1.2.6 The time parameters are:
(identify if appropriate, milestone dates, durations or fast track scheduling.)
Time parameters are to conform to all other contractual documents relating to the McConico Building, and adjustments to time parameters are
to be determined at a later date by mutual agreement of the parties hereto.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid. negotiated contract, or construction management.)
Professional services herein are engaged by negotiated contract.
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energyy, environmental or historic preservation requirements)
Unknown at this time.
1.1.3 PROJECT TEAM
1.1 .3.1 The Owner's Designated Representatives are:
(List name, address and other information.)
Project Administrator
221 East Main Street
Round Rock, Texas 78664
Project Manager
221 East Main Street
Round Rock, Texas 78664
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review Planner/Designer's
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submittals to the Owner are:
(List name, address and other information.)
Robert L. Bennett, Jr.. AICP
City Manager
221 East Main Street
Round Rock. Texas 78664
1.13.3 The Owner's other consultants and contractors are:
(list discipline and, fflmown, identify them by name and address.)
Various as reflected in other contractual documents relating to the McConico Building.
1.1.3.4 The Planner/ Designer's Designated Representative is:
(List name. address and other information)
John Jankowski. RCDD, President
JanCom Technologies, Inc.
1501 West 5n Street, Suite B
Austin, Texas 78703
1.1.35 The consultants retained at the Planner/Designer 's expense are:
(List discipline and, Ifknom& ldenf them by name and address)
Upon execution of this contract, Planner/Designer agrees that it will submit to City within ten (103 days a list of all additional consultants it
intends to utili not • 'ousl identi red in Planner/Desi er 's Letter delineatin_ their res. - tive tasks. All such consultan shall
be subiect to the approval of City. and City reserves the right to reject any consultant.
L1.4 Other important initial information is:
1.15 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction
shall be the edition of AlA Document A201 as modified between Owner and Contractor. Planner /Designer's responsibility to provide services
for the construction phase under this Agreement commences with the award of the contract for construction and terrninates at the issuance to
Owner of the final certificate for payment. Duties, responsibilities and limitations of authority of Planner/Designer shall not be restricted.
modified or extended without written agreement of Owner and Planner/Designer with consent of Contractor. which consent shall not be
unreasonably withheld. Planner/Designer consents to the modifications of AIA Document A201. General Conditions of the Contract for
Construction, between Owner and Contractor.
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Planner/Designer in determining the
Planner/Designer 's compensation. It is expressly understood and agreed by and between the parties hereto that any alteration in schedule
compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this
contract must be duly authorized by City Council resolution.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Planner/Designer shall cooperate with one another to fulfill their respective obligations under this Agreement
Both parties shall endeavor to maintain good working relationships among all members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements
for and limitations on the Project. The Owner shall furnish to the Planner/Designer, within 15 days after receipt of a written request, information
necessary and relevant for the Planner/Designer to evaluate, give notice of or enforce lien rights.
1.2.2.2 The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work.
Owner's other costs, and reasonable contingencies related to all costs.
1.2.2.3 The Owners Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the
Project The Owner or the Owners Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the
Planner/Designer in order to avoid unreasonable delay in the orderly and sequential progress of the Planner/Designer 's services.
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1.2.2.4 The Owner may furnish the services of consultants other than those designated in Paragraph 1.13 or authorize the Planner /Designer to
furnish them as a Change in Services when such services are requested by the Planner /Designer and are reasonably required by the scope of the
Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing, the Owner shall furnish or pay for tests, inspections and
reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests
for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at
any time for the Project to meet the Owner's needs and interests
11.2.7 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project, including any
errors, omissions or inconsistencies in the Planner/Designees Instruments of Service.
1.23 PLANNER/DESIGNER
1.23.1 The services perforated by the Planner/Designer, its employees and consultants shall be as enumerated in Article 1.4 and as enumerated
elsewhere herein. in attached and accompanying documents, in supplemental documents. and in related documents.
1.23.2 The Planner/Designees services shall be performed as expeditiously as is consistent with professional skill and care and the orderly
progress of the Project. The Planner/Designer shall submit for the Owner's approval a schedule for the performance of services which initially
shall be consistent with the time periods established in all contractual documents and which may be adjusted, if ner. scary and approved by
Owner, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance
of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project Time limits established by this
schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Planner/Designer or Owner.
1.233 The Planner/Designees Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Planner/Designer's
behalf with respect to the Project.
113.4 The Planner/Designer shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless
withholding such information would violate the law, create the risk of significant harm to the public or prevent the Planner/Designer from
establishing a claim or defense in an adjudicatory proceeding. The Planner/Designer shall require of its consultants similar agreements to
maintain the confidentiality of information specifically designated as confidential by the Owner.
1.23.5 Except with the Ownees knowledge and consent, the Planner/Designer shall not engage in any activity, or accept any employment,
interest or contribution that would reasonably appear to compromise the Planner/Designees professional judgment with respect to this Project.
1.23.6 The Planner/Designer shall review laws, codes, and regulations applicable to its services. The Planner/Designer shall respond in the
design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project
1.23.7 The Planner/Designer shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the
Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors, omissions or inconsistencies in such
services or information.
ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all
elements of the Project designed or specified by the Planner/Designer.
13.1.2 The Cost of the Work shall be as delineated herein in Paragraph 1.1.2.5.
13.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Planner/Designer and its consultants
are Instruments of Service for use solely with respect to this Project. All Planner/Designer's designs and work product under this Agreement .
completed or partially completed. shall be the property of Owner to be used as Owner desires. without restriction on future use by execution of
this Agreement and in confirmation of the fee for services to be paid under this Aareenent Planner/Designer hereby conveys, transfers and
4
assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended. all common law copyrights
and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Agreement. Copies
may be retained by Planner/Designer.
1.3.2.2 Upon execution of this Agreement, the Planner/Designer grants to the Owner permission to reproduce the Planner/Designefs
Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations,
including prompt payment of all sums when due, under this Agreement. The Planner/Designer shall obtain similar permission from its
consultants consistent with this Agreement. If and upon the date the Planner/Designer is adjudged in default of this Agreement, the Owner is
permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections
or additions to the Instruments of Service for the purposes of completing, using and maintaining the Project.
13.23 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without
the prior written agreement of the Planner/Designer. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub -
subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in
their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar
purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and
without liability to the Planner/Designer and its consultants.
13.2.4 Prior to the Planner/Designer providing to the Owner any Instruments of Service in electronic form or the Owner providing to the
Planner/Designer any electronic data for incorporation into the Instruments of Service, the Owner and the Planner/Designer shall by separate
written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special
limitations not otherwise provided in this Agreement.
13.23 Upon completion of the construction of the Project. Planner/Designer shall, within thirty (30) calendar days following final inspection
deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. In addition
Planner/Designer shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions. Compensation
therefor will be at standard hourly rates or re- negotiated as a fixed amount at that time.
1.33 CHANGE IN SERVICES
133.1 Change in Services of the Planner/Designer, including services required of its consultants, may be accomplished after execution of this
Agreement, without invalidating the Agreement, if mutually agreed in writing. It is expressly understood and agreed by and between the parties
hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such
Supplemental Agreement to this contract must be duly authorized by City Council resolution.
13.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. If such matter
relates to or is the subject of a lien arising out of the Planner/Designer's services, the Planner/Designer may proceed in accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation.
13.4.2 The Owner and Planner/Designer shall endeavor to resolve claims, disputes and other matters in question between them by mediation.
Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in advance of legal or
equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period
by agreement of the parties or court order.
13.43 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is
located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any
court having jurisdiction thereof
133 ARBITRATION
135.1 Owner and Planner/Designer hereby expressly agree that no claims or disputes between Owner and Planner/Designer arising out of or
relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 - 14) or any applicable state arbitration statute, except that in the event that
Owner is subject to an arbitration proceeding related to the Project, Planner/Designer consents to be joined in the arbitration proceeding if
Planner/Designe's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding.
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13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
13.6.1 The Planner/Designer and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or
relating to this Agreement. This mutual waiver is applicable, without limitation, toall consequential damages due to either party's termination in
accordance with Paragraph 13.8.
13.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas, and venue shall lie in Williamson County. Texas.
13.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the
Contract for Construction as modified between Owner and Contractor.
13.73 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the
applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring
prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial
Completion. In no event shall such statutes of limitations commence to run any later than the date when the Planner/Designa's services are
substantially completed.
13.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Planner/Designer waive all rights
against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to
the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, as
modified between Owner and Contractor. The Owner or the Planner /Designer, as appropriate, shall require of the contractors, consultants, agents
and employees of any of than similar waivers in favor of the other parties enumerated herein.
13.75 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against
either the Owner or Planner/Designer.
13.7.6 Unless otherwise provided in this Agreement, the Planner/Designer and its consultants shall have no responsibility for the discovery,
presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site
13.7.7 if the Owner requests the Planner/Designer to execute certificates, the proposed language of such certificates shall be submitted to the
Planner/Designer for review at least 14 days prior to the requested dates of execution. The Planner/Designer shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
13.7.8 The Owner and Planner/Designer, respectively, bind themselves, their partners, successors, assigns and legal representatives to the
other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of
this Agreement Neither the Owner nor the Planner/Designer shall assign this Agreement without the written consent of the other, except that the
Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the
Owner's rights and obligations under this Agreement. The Planner/Designer shall execute all consents reasonably required to facilitate such
assignment.
1.3.8 TERMINATION OR SUSPENSION
13.8.1 If the Owner fails to make payments to the Planner/Designer in substantial compliance with this Agreement, such failure may be
considered substantial nonperformance and cause for suspension of performance of services under this Agreement If the Planner/Designer
elects to suspend services, prior to suspension of services, the Planner/Designer shall give fifteen WI days' written notice to the Owner. In the
event of a suspension of services, the Planner/Designer shall have no liability to the Owner for delay or damage caused the Owner because of
such suspension of services. Before resuming services, the Planner/Designer shall be paid all non- disputed sums due prior to suspension. The
Planner/Designer's fees for the remaining services and the time schedules shall be equitably adjusted.
1.3.8.2 In connection with the work outlined in this Agreement. it is agreed and fully understood by Planner/Designer that Owner may cancel
or indefinitely suspend further work hereunder or tenninate this contract either for cause or for the convenience of Owner. upon fifteen (15)
days' written notice to Planner/Designer, with the understanding that immediately upon receipt of said notice all work and labor being
performed under this Agreement shall cease. Planner/Designer shall invoice Owner for all work satisfactorily completed and shall be
compensated in accordance with the teens of this Agreement for all work accomplished odor to the receipt of said notice. No amount shall be
due for lost or anticipated profits. All plans. field surveys. mans. cross sections and other data, designs and work related to the Project shall
become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form
without restriction on future use. Should Owner subsequently contract with a new planner/designer for continuation of services on the Project,
Planner/Designer shall cooperate in providing information.
13.83 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is unsatisfactory as
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determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to
make any payments to Planner/Desinmer when Planner /Designer is in default under this contract. nor shall this section constitute a waiver of any
right, at law or at equity, which Owner may have if Planner/Designer is in default, including the right to bring legal action for damages or to
force specific performance of this Agreement.
13.9 PAYMENTS TO THE PLANNERIDESICNER
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the
Planner/Designer's statement of services. No deductions shall be made from the Planner /Designer's compensation on account of penalty,
liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for
which the Planner/Designer has been adjudged to be liable.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between the Owner and the
Planner/Designer and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both Owner and Planner/Designer.
1.4.1.10ther documents as follows:
(List other documents, if any, forming parr of the Agreement.)
`Supplemental Agreement No. 1" supplementing this Agreement.
1A.2 Special Terms and Condifous.Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For the Planner/Designer's services as described herein, compensation shall be computed as follows:
In accordance with the Fee Schedule as indicated herein.
13.2 If the services of the Planner/Designer are changed as described in Subparagraph 1.3.3.1, the compensation may be adjusted. Such
adjustment shall be calculated in an equitable manner.
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employee', and identify Principals and Blass
employees, if required Identify specific services to which particular methods of compensation apply)
1.5.3 Payments are due and payable thirty (301 days from the date of the Planner/Designer's invoice or not later than the time period required
under the Texas Prompt Payment Act. whichever is later. Non - disputed amounts unpaid sixty (60) days after the invoice date shall bear interest
at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the
Planner/Designer.
(Insert rate of interest agreed upon)
One and one - half percent (1 '4 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and
Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision Specfic legal advice should be
obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)
This Agreement entered into as of the day and year first written above.
OWNER PLANNER/DESIGNER
CITY OF ROUND ROCK, TEXAS - JANC T CHNOLOG
By: By: / JP Jh.., ksws i,
Mayor John Jankowski, RCDD, President
ATTEST:
City Secretary
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THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
0,..1.CORRVINsonvnsP0002031 WPOjks
SUPPLEMENTAL AGREEMENT NO. 1
This document is entitled Supplemental Agreement No. 1, and it supplements "Agreement
for Telecommunications Cabling and Infrastructure Design Services" for the following Project:
Complete professional planning and design services required to fulfill the
telecommunications needs of the McConico Building.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the day of , 2002, and likewise
is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule
municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or
"Owner") and JANCOM TECHNOLOGIES, INC., with offices located at 1501 West 5 Street, Suite
B, Austin, Travis County, Texas, 78703 (hereinafter referred to as "Planner/Designer ").
WITNESSETH:
WHEREAS, City intends to design and construct the described municipal office building
known as the McConico Building (hereinafter called the "Project "). Planner/Designer's services are
desired for purposes including but not limited to the following: obtaining planning and design to
fulfill the telecommunications needs of the McConico Building, and preparing the programming and
design development documentation for the communication and cabling on such McConico Building,
including construction documents, bidding and negotiation phase, construction administration, and
telephone services. Total compensation for Planner/Designer's services under this Agreement shall
not exceed the following:
Compensation to Planner/Designer shall be a lump sum fee of Ten Thousand Ninety Dollars
and No /100 ($10,090.00) attributable as follows:
Phase 3 - Construction Documents
Phase 4 - Bidding and Negotiation
Phase 5 - Construction Administration
Telephone Service Options Study
KNOW ALL BY THESE PRESENTS:
$4,060.00
$ 990.00
$1,440.00
$3,600.00
WHEREAS, City desires to contract with Planner/Designer for complete planning and
design services in connection with Phase 2 of the Telecommunications Cabling and Infrastructure
Design Services, for planning and design to fulfill the telecommunications needs of the facility, for
preparation of the programming and design development documentation for the communication and
cabling on the facility, including construction documents, bidding and negotiation phase,
construction administration, and telephone services, 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, Planner/Designer
has agreed to provide such professional services for the compensation delineated previously and
herein;
NOW, THEREFORE, City and Planner/Designer, in consideration ofthe terms, covenants,
and conditions contained in the Agreement this document supplements and herein, do hereby
contract as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Planner/Designer, as an independent contractor and professional consultant in its
relationship with the City, shall perform all professional services for the Project as set forth herein.
1.02 Compensation. City shall compensate Planner/Designer in accordance with the terms and
conditions of this Contract as follows:
Compensation to Planner/Designer shall be a lump sum fee of Ten Thousand Ninety Dollars
and No /100 ($10,090.00) attributable as follows:
Phase 3 - Construction Documents
Phase 4 - Bidding and Negotiation
Phase 5 - Construction Administration
Telephone Service Options Study
$4,060.00
$ 990.00
$1,440.00
$3,600.00
For approved Reimbursable Expenses, as defined in Article IV hereof, the actual
expenditures made shall be reimbursed at actual cost.
Unless subsequently changed by additional Supplemental Agreement to this Contract, duly
authorized by City Council Resolution, Planner/Designer's total compensation hereunder shall not
exceed $10,090.00, plus compensation hereunder for approved Reimbursable Expenses. These
amounts represent the absolute limit of City's liability to Planner /Designer under this Contract,
unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article V hereof.
ARTICLE II
PLANNER/DESIGNER'S SERVICES
2.01 Basic Services. The Planner/Designer's Basic Services consist generally of the phases
described below, and include complete planning and design services as delineated herein and in all
related contractual documents relating to the McConico Building, 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. Planner/Designer agrees that upon execution of this Contract,
it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not
previously identified in Planner/Designer's Proposal Letter, delineating their respective tasks. All of
Planner/Designer's consultants shall be subject to the approval of the City through its City Manager,
and City reserves the right to reject any consultant. Planner/Designer 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
Planner/Designer and Director, and Planner/Designer 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 Construction Documents (Phase 3)
(1) Planner/Designer shall review any revised architectural or MEP plans, if required or
requested by City, to confirm implementation of accepted recommendations, and
shall coordinate the telecommunications drawings accordingly.
(2) Planner/Designer shall refine and finalize the telecommunications details and riser
diagrams based on received review comments.
(3) Planner/Designer shall develop, refine and finalize enlarged plans of each
telecommunications space. Such enlarged plans shall illustrate the layout of the
spaces and shall indicate specific locations of wall- mounted and floor- mounted
equipment.
(4) Planner/Designer shall provide elevations of wall - mounted equipment and floor -
mounted equipment racks or cabinets.
(5) Planner/Designer shall finalize specification Section 16740 - Telecommunications
Cabling System - in CSI format as described herein. Planner/Designer shall prepare
bid response forms for competitive bidding of the telecommunications work either
for inclusion in the A/MEP bid packages or as a stand -alone bid package, as directed
by City.
(6) Planner/Designer shall attend a 100% Design Review meeting with the Owner and
Architect.
2.03 Bidding (Phase 4)
(
Planner/Designer shall attend a pre -bid conference for qualified telecommunications
cabling installers. Questions received during the bid period and at the pre -bid
conference shall be documented by Planner/Designer, and Planner/Designer shall
issue formal responses to each bidder.
(2) Planner/Designer shall assist City in evaluation of the bids. Planner/Designer shall
provide a tabulation of bids and shall review and clarify the most favorable bids with
regard to scope of work, materials proposed, and perceived ability to satisfactorily
perform the work.
2.04 Construction Administration (Phase 5)
(1) Planner/Designer shall review, provide comment, and clarify project submittals.
(2) Planner/Designer shall provide a minimum of four (4) scheduled and regularly -
spaced site visits to review the installation and provide comment on quality of work
and conformance to the design documents. Each visit shall be followed by a written
report from Planner/Designer. Planner/Designer shall respond to RFIs generated
during the construction process. The final visit shall result in Planner/Designer
providing a punch list for resolution by the telecommunications cabling contractor
and/or General Contractor.
2.05 Telephone Services Study
(1)
Planner /Designer shall conduct and provide data from a study of current telephone
service acquisition costs contrasted with the costs to own and administer a typical
private telephone system, and shall provide a features and benefits comparison of
current and emerging technologies. Such study report shall be in the form of a letter
report with backup calculations and projections of probable costs.
(2) Planner/Designer shall certify to City that it works independently and possesses no
affiliation with telephone equipment manufacturers or service providers, and that its
recommendations are based solely upon the requirements of City and relative system
features, costs, and benefits.
2.06 Additional Services. Planner/Designer shall perform Additional Services only as requested
by City, and only after a not -to- exceed amount has been mutually agreed upon in writing by Director
and Planner/Designer. Where City Council authorization is required, Planner/Designer shall not
proceed until the appropriate Resolution for such Additional Services has been adopted. The
following services are not covered under Article 11, which defines and outlines Planner /Designer'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) Additional substantive tasks;
(2) Required attendance at additional meetings;
(3) Unanticipated increases in effort including accelerated schedules, substantial changes
initiated by parties other than Planner/Designer which occur after work has been
documented and reviewed by either Owner or Architect, and increased effort due to
technical recommendations provided by Planner/Designer which are not accepted by
Owner.
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 Planner/Designer and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Planner/Designer'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.
ARTICLE IV
REIMBURSABLE EXPENSES
4.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Planner/Designer, its employees, or
its consultants in the interest of the Project for the incidental expenses set forth below. Such
expenses must be authorized in advance.
4.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the
following shall be reimbursable: reasonable transportation and living expenses of principals and
employees when traveling in connection with the Project outside of Williamson County, Texas,
essential long distance calls and telegrams, fees paid for the securing of approval of authorities
having jurisdiction over the Project, postage, and reproduction of documents, excluding copies for
Planner/Designer's office use and the required copies necessary at each phase of the work for City's
review.
4.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work,
not due to Planner/Designer delays, requiring higher than regular rates shall be reimbursable.
ARTICLE V
PAYMENTS TO THE PLANNER/DESIGNER
5.01 Basic Services. Payments on account of Planner/Designer's Basic Services shall be made in
proportion to the degree of completion of each phase, but not to exceed the following percentages
of the respective fees at the completion and approval of each phase of the work:
Compensation to Planner/Designer shall be a lump sum fee of Ten Thousand Ninety Dollars
and No /100 ($10,090.00) attributable as follows:
Phase 3 - Construction Documents
Phase 4 - Bidding and Negotiation
Phase 5 - Construction Administration
Telephone Service Options Study
$4,060.00
$ 990.00
$1,440.00
$3,600.00
5.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable
Expenses and Additional Services, as hereinbeforereferredto, shall be made following presentation,
review and approval of Planner/Designer's detailed invoice.
5.03 Abandonment. If any work designed or specified by Planner/Designer during any phase
is abandoned or suspended, in whole or in part, Planner/Designer 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.
5.04 Invoices. Planner/Designer's invoices to City shall provide complete information and
documentation to substantiate charges, and shall be in a form to be specified by Director. All
payments to Planner/Designer shall be made on the basis of the invoices submitted by
Planner/Designer 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, Planner/Designer shall comply
promptly with such request. In this regard, should Director determine it necessary, Planner/Designer
shall make all records and books relating to this Contract available to City for inspection and
auditing purposes.
5.05 Payment of Invoices. City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Planner/Designer and to adjust the same to meet the
requirements of the Contract. Following approval of invoices, City will endeavor to pay
Planner/Designer promptly, but not later than the time period required under the Texas Prompt
Payment Act; however, under no circumstances shall Planner/Designer be entitled to receive interest
on payments which are late because of a good faith dispute between Planner/Designer and City or
because of amounts which City has a right to withhold under this Contract or state law.
5.06 Offsets. City may, at its option, offset any amounts due and payable under this Contract
against any debt (including taxes) lawfully due to City from Planner/Designer, regardless of whether
the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether
or not the debt due to City has been reduced to judgment by a court.
ARTICLE VI
PLANNER/DESIGNER'S ACCOUNTING RECORDS
6.01 Accounting Records. Records of Planner/ Designer's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Planner/Designer shall be kept
on a generally recognized accounting basis and shall be available to City or its authorized
representatives at mutually convenient times.
ARTICLE VII
TERMINATION AND DEFAULT
7.01 Termination. In connection with the work outlined in this Contract, it is agreed and fully
understood by Planner /Designer that Director may cancel or indefinitely suspend further work
hereunder or terminate this Contract either for cause or for the convenience of City, upon fifteen (15)
days written notice to Planner/Designer, with the understanding that immediately upon receipt of
said notice all work and labor being performed under this Contract shall cease. Planner/Designer
shall invoice City for all work satisfactorilycompleted and shall be compensated in accordance with
the terms of this Contract 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 Contract, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new planner /designer for
continuation of services on the Project, Planner/Designer shall cooperate in providing information.
7.02 Default. Nothing contained in Section 7.01 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
terns of this Contract. City shall not be required to make any payments to Planner/Designer when
Planner/Designer is in default under this Contract, nor shall this Article constitute a waiver of any
right, at law and at equity, which City may have if Planner/Designer is in default, including the right
to bring legal action for damages or to force specific performance of this Contract.
ARTICLE VIII
GENERAL. SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
8.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIADocument A201, "General Conditions of the Contract for Construction ",
are to be used 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.
8.02 Contract Administration. This Contract shall be administered on behalf of City by its City
Manager, and Planner/Designer shall fully comply with any and all instructions from Director. Any
dispute arising hereunder shall be submitted to Director, whose decision in the matter shall be final
and binding.
ARTICLE IX
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
9.01 Planner/Designer's Responsibility for Work. Approval by City shall not constitute nor
be deemed a release of the responsibility and liability of Planner /Designer, its employees,
subcontractors, agents and consultants for the accuracy and competency of their 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 documents prepared by Planner /Designer, its employees,
subcontractors, agents and consultants.
9.02 Indemnification (Damage Claims). Planner /Designer 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 hann for which
recovery of damages is sought, suffered by any person or persons, that may arise out of or be
occasioned by Planner/Designer's breach of any of the teens or provisions of this Contract, or by any
negligent act or omission of Planner/Designer, its officers, agents, associates, employees or
subconsultants, in the performance of this Contract; except that the indemnity provided for in this
paragraph shall not apply to any liability resulting from the sole negligence of City, its officers,
agents, employees or separate contractors, and in the event ofjoint and concurrent negligence ofboth
Planner/Designer 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.
9.03 Insurance. Planner/Designer, at its sole cost, shall purchase and maintain during the term
of this Contract the minimum insurance coverage in the amount of One Million Dollars from a
company authorized to do insurance business in Texas and otherwise acceptable to City.
9.04 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Planner/Designer, Planner/Designer shall require each subconsultant performing work under this
Contract to maintain during the term of the Contract, at the subconsultant's own expense, the same
stipulated minimum insurance required in Section 9.03 above, including the required provisions and
additional policy conditions as shown below in Section 9.05, unless specifically waived by the City
Manager. As an alternative, Planner/Designer may include its subconsultants as additional insureds
on its own coverages as prescribed under these requirements. Planner /Designer's certificate of
insurance shall note in such event that the subconsultants are included as additional insureds and that
the Planner/Designer agrees to provide Workers' Compensation coverage for the subconsultants and
their employees.
Planner /Designer shall obtain and monitor the certificates of insurance from each
subconsultant in order to assure compliance with the insurance requirements. Planner/Designer must
retain the certificates of insurance for the duration of this Contract, 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.
9.05 Insurance Policy Endorsements. Each insurance policy under paragraph 9.03 shall include
the following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
(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 Planner/Designer.
(3)
(5)
non - renewal or any material change in coverage, a notice thereof shall be given to
City by certified mail to:
Robert L. Bennett, Jr., AICP
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Planner/Designer 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.
The Tenn "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.
Planner/Designer and City mutually waive subrogation rights each may have against
the other for loss or damage, to the extent same is covered by the proceeds of
insurance.
9.06 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Planner/Designer shall be borne solely by Planner/Designer, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City.
ARTICLE X
COMPLIANCE WITH LAWS. CHARTER AND ORDINANCES ETC.
10.01 Compliance with Laws. Planner/Designer, its consultants, agents, employees and
subcontractors shall comply with all applicable Federal and State Laws, the Charter and Ordinances
of the City, as amended, and with all applicable rules and regulations promulgated by all local, State
and National boards, bureaus and agencies. Planner/Designer shall further obtain all permits and
licenses required in the performance of the professional services contracted for herein.
10.02 Taxes. Planner/Designer 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 XI
TERM
11.01 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 Contract shall be from
the date hereof until final completion of the Project and all services in connection therewith,
including the final one (1) yearwarranty inspection, and resolution of any outstanding Project - related
claims or disputes.
11.02 Project Performance Schedule. PlannerfDesigner understands that the ProjectPerformance
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, Planner/Designer shall proceed with sufficient qualified personnel and
consultants necessary to fully and timely accomplish all services required under this Contract in the
highest professional manner.
ARTICLE XII
FINANCIAL INTEREST PROHIBITED. CONFIDENTIALITY
12.01 Financial Interest Prohibited. Planner/Designer covenants and represents that
Planner/Designer, 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.
12.02 Confidentiality. Planner/Designer's reports, evaluations, designs, drawings, data, and all
other documentation and work developed by Planner/Designer 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 XIII
GENERAL PROVISIONS
13.01 Time is of the Essence. Planner/Designer understands and agrees that time is of the essence
and that any failure to complete the services for each phase of this Contract within the agreed Project
Performance Schedule will constitute a material breach of this Contract. Planner/Designer 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 Planner/Designer's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Planner/Designer's payments
hereunder without waiver of any of City's additional legal rights or remedies.
13.02 Force Majeure. Neither City nor Planner/Designer shall be deemed in violation of this
Contract 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.
13.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Contract. Planner/Designer shall not
assign, sublet or transfer any interest in this Contract without prior written authorization of City's
Director.
13.04 Amendments. This Contract, representing the entire agreement between the parties, may
only be amended or supplemented by mutual agreement of the parties hereto in writing.
13.05 Enforcement and Venue. This Contract 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.
13.06 Notices. All notices and correspondence to City by Planner/Designer shall be mailed or
delivered as follows:
Robert L. Bennett, Jr., AICP
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
All notices and correspondence from City to Planner/Designer shall be mailed or delivered
to the Planner/Designer as follows:
John Jankowski, RCDD
President
JanCom Technologies, Inc.
1501 West 5' Street, Suite B
Austin, Texas 78703
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed
in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution
No. approved by the City Council on
and JanCom Technologies, Inc., signing by and through its duly authorized representative(s), thereby
binding the parties hereto, their successors, assigns and representatives for the faithful and full
performance of the terms and provisions of this Contract.
ATTEST: CITY OF ROUND ROCK, TEXAS
By:
City Secretary Mayor
JANCOM TECH ■ 1 LOGIES, INC.
BY : 1 A/ /
Jo ■ Jankowski, ' DD, President
DATE: June 7, 2002
SUBJECT: City Council Meeting — June 13, 2002
ITEM: 14.G.2. Consider a resolution authorizing the Mayor to execute an
Agreement for Telecommunications Cabling and Infrastructure
Design Services with JanCom Technologies, Inc. for the
communication phase of the McConico Building project
Resource: Jim Nuse, Public Works Director
Larry Madsen, Construction Manager
History: The City is currently working with JanCom Technologies, Inc. to prepare the
programming and design development documentation for the Communication and
Cabling on the McConico Building. This contract will include the construction
documents, bidding & negotiation phase, construction administration, and
telephone service. The total amount of the contract will be $10,090.00.
Following is a breakdown of the contract:
Phase 3 - Construction Documents
Phase 4 - Bidding & Negotiation
Phase 5 - Construction Administration
Telephone Service Options
Total -
Funding:
Cost: $10,090.00
Source of funds: 2000 CO
Outside Resources: JanCom Technologies, Inc.
$ 4,060.00
$ 990.00
$ 1,440.00
$ 3,600.00
$10,090.00
Impact/Benefit: Provide bid documents and plans to offer the very best and up to date
communication system for the McConico Office Building.
Public Comment: N/A
Sponsor: N/A
Mayor
Nyle Maxwell
Mayor Pro-tem
Tom Nielson
Council Members
Alan McGraw
Carrie Pitt
Scot Knight
Isabel Gallahan
Gary Coe
City Manager
:obert L Bennett, Jr
City Attorney
Stephan L. Sheets
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
June 25, 2002
Mr. John Jankowski, RCDD
President
Jan Com Technologies, Inc.
1501 West 5th Street, Suite B
Austin, Texas 78703
Dear Mr. Jankowski:
The Round Rock City Council approved Resolution No. R- 02- 06- 13 -14G2
at their regularly scheduled meeting on June 13, 2002. This resolution
approves the Agreement for Telecommunications Cabling and
Infrastructure Design Services for the McConico Building Project.
Enclosed is a copy of the resolution and original Agreement for your files.
If you have any questions, please do not hesitate to contact Larry
Madsen at 218 -5552.
incerely,
Christine R. Martinez
City Secretary
Enclosure
CITY OF ROUND ROCK 22i East Main Street • Round Rock, Texas 78664
Phone: 512 258.5400 • Fax: 512.218.7097 • Voice: 1.800,735.2988 • L800.735.z989 TDD • www.ci.round- rockticus
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEMENT made as of the thidjAp /f ( /3 ) day of the month of
(In words, indicate day, month and year.)
BETWEEN the Planner /Designer's client identified as the Owner:
(Name, address and other information.)
City of Round Rock
221 East Main Street
Round Rock, Williamson County, Texas 78664
and the Planner /Designer:
(Name, address and other information.)
JanCom Technologies, Inc.
1501 West 5`" Street, Suite B
Austin, Travis County, Texas 78703
For the following Project:
(Include detailed description of Project.)
Complete professional planning and design services required to fulfill the telecommunications needs of the McConico Building.
The Owner and Planner /Designer agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
0r.Ao. \CORR\Snrm awrm.00O26277 WP w /jkg
�- Da- o�- 13 -I
Agreement for Telecommunications Cabling
and Infrastructure Design Services
in the year Two Thousand Two.
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as "not applicable, ""unknown at time of execution" or
"to be determined later by mutual agreement.')
Objectives include, but are not limited to, obtaining planning and design to fulfill the telecommunications needs of the facility known as the
McConico Building, being Phase 2 of the Telecommunications Cabling and Infrastructure Design Services required for said McConico Building.
and to prepare the programming and design development documentation for the communication and cabling on such
McConico Building, including construction documents. bidding and negotiation phase, construction administration, and telephone services.
1.1.2.2 The physical parameters are:
(Identify or describe, if appropriate, size. location, dimensions, or other pertinent information, such as geotechnical reports about the site)
The McConico Building is proposed to be an approximately 26,000 gross square foot building housing a courtroom along with various office,
conference, multipurpose rooms and other typical office spaces.
1.1.2.3 The Owners Program is:
(Identify documentation or state the manner in which the program will be developed)
The project is currently at the construction document phase of the design sequence.
1.1.2.4 The legal parameters are:
(Identify pertinent legal information, including. if appropriate, land surveys and legal descriptions and restrictions of the site.)
1.1.2.5 The financial parameters are as follows:
Compensation to Planner /Designer shall be a lump sum fee of Ten Thousand Ninety Dollars and No /100 ($10,090.00) attributable as follows:
Phase 3 - Construction Documents
Phase 4 - Bidding and Negotiation
Phase 5 - Construction Administration
Telephone Service Options Study
$4,060.00
$ 990.00
$1,440.00
$3,600.00
1.1.2.6 The time parameters are:
(Identify, if appropriate, milestone dates, durations or fast track scheduling.)
Time parameters are to conform to all other contractual documents relating to the McConico Building, and adjustments to time parameters are
to be determined at a later date by mutual agreement of the parties hereto.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identify method such as competitive bid, negotiated contract. or construction management.)
Professional services herein are engaged by negotiated contract.
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.)
Unknown at this time.
1.13 PROJECT TEAM
1.13.1 The Owner's Designated Representatives are:
(List name. address and other information.)
Project Administrator
221 East Main Street
Round Rock, Texas 78664
Project Manager
221 East Main Street
Round Rock, Texas 78664
1.13.2 The persons or entities, in addition to the Owners Designated Representative, who are required to review Planner /Designer's
2
submittals to the Owner are:
(List name, address and other information)
Robert L. Bennett, Jr., AICP
City Manager
221 East Main Street
Round Rock, Texas 78664
1.133 The Owner's other consultants and contractors are:
(List discipline and, if known, identify them by name and address)
Various as reflected in other contractual documents relating to the McConico Building.
1.13.4 The Planner /Designer's Designated Representative is:
(List name, address and other information)
John Jankowski, RCDD, President
JanCom Technologies, Inc.
1501 West 5i Street, Suite B
Austin, Texas 78703
1.13.5 The consultants retained at the Planner/Designer 's expense are:
(List discipline and, if known, identify them by name and address)
Upon execution of this contract. Planner/Designer agrees that it will submit to City within ten (10) days a list of all additional consultants it
intends to utilize, not previously identified in Planner/Designer 's Proposal Letter, delineating their respective tasks. All such consultants shall
be subject to the approval of City, and City reserves the tight to reject any consultant.
1.1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction
shall be the edition of AIA Document A201 as modified between Owner and Contractor. Planner /Designer's responsibility to provide services
for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to
Owner of the final certificate for payment. Duties, responsibilities and limitations of authority of Planner /Designer shall not be restricted,
modified or extended without written agreement of Owner and Planner /Designer with consent of Contractor, which consent shall not be
unreasonably withheld. Planner /Designer consents to the modifications of AIA Document A201, General Conditions of the Contract for
Construction, between Owner and Contractor.
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Planner /Designer in determining the
Planner /Designer 's compensation. It is expressly understood and agreed by and between the parties hereto that any alteration in schedule
compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this
contract must be duly authorized by City Council resolution.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Planner /Designer shall cooperate with one another to fulfill their respective obligations under this Agreement.
Both parties shall endeavor to maintain good working relationships among all members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full infonnation in a timely manner regarding requirements
for and limitations on the Project The Owner shall furnish to the Planner /Designer, within 15 days after receipt of a written request, information
necessary and relevant for the Planner /Designer to evaluate, give notice of or enforce lien rights.
1.2.2.2 The Owner shall establish and . - 'odicall u. ate the bud et for the Pro'ec includin that .onion allocat for the Cost of the Work
Owner's other costs, and reasonable contingencies related to all costs.
1.2.23 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the
Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the
Planner /Designer in order to avoid unreasonable delay in the orderly and sequential progress of the Planner /Designer 's services.
3
1.2.2.4 The Owner may furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Planner/Designer to
furnish them as a Change in Services when such services are requested by the Planner /Designer and are reasonably required by the scope of the
Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing the Owner shall furnish or pay for tests, inspections and
reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests
for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at
any time for the Project to meet the Owner's needs and interests.
1.2.2.7 Each party shall provide prompt written notice to the other if either becomes aware of any fault or defect in the Project, including any
errors, omissions or inconsistencies in the Planner /Designer's Instruments of Service.
1.23 PLANNER/DESIGNER
1.2.3.1 The services performed by the Planner /Designer, its employees and consultants shall be as enumerated in Article 1.4 and as enumerated
elsewhere herein. in attached and accompanying documents, in supplemental documents, and in related documents.
1.2.3.2 The Planner /Designer's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly
progress of the Project. The Planner /Designer shall submit for the Owner's approval a schedule for the performance of services which initially
shall be consistent with the time periods established in all contractual documents and which may be adjusted, if necessary and approved by
Owner, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance
of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this
schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Planner /Designer or Owner.
1.2.33 The Planner /Designer's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Planner/Designer's
behalf with respect to the Project.
1.2.3.4 The Planner/Designer shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless
withholding such information would violate the law, create the risk of significant harm to the public or prevent the Planner /Designer from
establishing a claim or defense in an adjudicatory proceeding. The Planner/Designer shall require of its consultants similar agreements to
maintain the confidentiality of information specifically designated as confidential by the Owner.
1.23.5 Except with the Owner's knowledge and consent, the Planner /Designer shall not engage in any activity, or accept any employment,
interest or contribution that would reasonably appear to compromise the Planner /Designer's professional judgment with respect to this Project.
1.23.6 The Planner /Designer shall review laws, codes, and regulations applicable to its services. The Planner/Designer shall respond in the
design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.23.7 The Planner/Designer shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the
Owner. Each party shall provide prompt written notice to the other if either becomes aware of any errors, omissions or inconsistencies in such
services or information.
ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all
elements of the Project designed or specified by the Planner/Designer.
1.3.1.2 The Cost of the Work shall be as delineated herein in Paragraph 1.1.2.5.
1.3.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Planner/Designer and its consultants
are Instruments of Service for use solely with respect to this Project. All Planner/Designer's designs and work product under this Agreement .
completed or partially completed, shall be the property of Owner to be used as Owner desires, without restriction on future use; by execution of
this Agreement and in confirmation of the fee for services to be paid under this Agreement, Planner /Designer hereby conveys, transfers and
4
assigns to Owner all rights under the Federal Copyright Act of 1976 for any successor copyright statute), as amended, all common law copyrights
and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Agreement. Copies
may be retained by Planner /Designer.
13.2.2 Upon execution of this Agreement, the Planner /Designer grants to the Owner permission to reproduce the Planner /Designer's
Instruments of Service for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations,
including prompt payment of all sums when due, under this Agreement. The Planner /Designer shall obtain similar permission from its
consultants consistent with this Agreement. If and upon the date the Planner /Designer is adjudged in default of this Agreement, the Owner is
permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections
or additions to the Instruments of Service for the purposes of completing, using and maintaining the Project.
13.23 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without
the prior written agreement of the Planner /Designer, However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub -
subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in
their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar
purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at the Owners sole risk and
without liability to the Planner /Designer and its consultants.
1.3.2.4 Prior to the Planner /Designer providing to the Owner any Instruments of Service in electronic form or the Owner providing to the
Planner /Designer any electronic data for incorporation into the Instruments of Service, the Owner and the Planner /Designer shall by separate
written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special
limitations not otherwise provided in this Agreement.
13.2.5 Upon completion of the construction of the Project, Planner /Designer shall, within thirty (30) calendar days following final inspection
deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. In addition.
Planner /Designer shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions. Compensation
therefor will be at standard hourly rates or re- negotiated as a fixed amount at that time.
133 CHANGE IN SERVICES
13.3.1 Change in Services of the Planner /Designer, including services required of its consultants, may be accomplished after execution of this
Agreement, without invalidating the Agreement, if mutually agreed in writing. It is expressly understood and agreed by and between the parties
hereto that any alteration in schedule, compensation and Change in Services shall be effected only by Supplemental Agreement hereto. Any such
Supplemental Agreement to this contract must be duly authorized by City Council resolution.
13.4 MEDIATION
13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. ff such matter
relates to or is the subject of a lien arising out of the Planner /Designer's services, the Planner /Designer may proceed in accordance with
applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation.
13.4.2 The Owner and Planner /Designer shall endeavor to resolve claims, disputes and other matters in question between them by mediation.
Request for mediation shall be filed in writing with the other party to this Agreement, and mediation shall proceed in advance of legal or
equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period
by agreement of the parties or court order.
13.43 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is
located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any
court having jurisdiction thereof.
13.5 ARBITRATION
13.5.1 Owner and Planner /Designer hereby expressly agree that no claims or disputes between Owner and Planner /Designer arising out of or
relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 -14) or any applicable state arbitration statute, except that in the event that
Owner is subject to an arbitration proceeding related to the Project, Planner /Designer consents to be joined in the arbitration proceeding if
Planner /Designer's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding.
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13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
13.6.1 The Planner /Designer and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or
relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in
accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the laws of the state of Texas, and venue shall lie in Williamson County, Texas.
13.7,2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the
Contract for Construction as modified between Owner and Contractor.
1.3.73 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the
applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring
prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial
Completion. In no event shall such statutes of limitations commence to run any later than the date when the Planner/Designer's services are
substantially completed
1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Planner /Designer waive all rights
against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to
the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, as
modified between Owner and Contractor. The Owner or the Planner /Designer, as appropriate, shall require of the contractors, consultants, agents
and employees of any of them similar waivers in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against
either the Owner or Planner /Designer.
13.7.6 Unless otherwise provided in this Agreement, the Planner /Designer and its consultants shall have no responsibility for the discovery,
presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site.
1.3.7.7 If the Owner requests the Planner /Designer to execute certificates, the proposed language of such certificates shall be submitted to the
Planner/Designer for review at least 14 days prior to the requested dates of execution. The Planner /Designer shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
1.3.7.8 The Owner and Planner /Designer, respectively, bind themselves, their partners, successors, assigns and legal representatives to the
other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of
this Agreement. Neither the Owner nor the Planner /Designer shall assign this Agreement without the written consent of the other, except that the
Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the
Owners rights and obligations under this Agreement. The Planner/Designer shall execute all consents reasonably required to facilitate such
assignment.
13.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Planner /Designer in substantial compliance with this Agreement, such failure may be
considered substantial nonperformance and cause for suspension of performance of services under this Agreement. If the Planner/Designer
elects to suspend services, prior to suspension of services, the Planner /Designer shall give fifteen ail days' written notice to the Owner. In the
event of a suspension of services, the Planner /Designer shall have no liability to the Owner for delay or damage caused the Owner because of
such suspension of services. Before resuming services, the Planner /Designer shall be paid all non - disputed sums due prior to suspension. The
Planner /Designer's fees for the remaining services and the time schedules shall be equitably adjusted.
13.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Planner /Designer that Owner may cancel
or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon fifteen (I
days' written notice to Planner /Designer, with the understanding that immediately upon receipt of said notice all work and labor being
performed under this Agreement shall cease. Planner /Designer shall invoice Owner for all work satisfactorily completed and shall be
compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be
due for lost or anticipated profits. All plans field surveys, maps, cross sections and other data, designs and work related to the Project shall
become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form
without restriction on future use. Should Owner subsequently contract with a new planner /designer for continuation of services on the Project,
Planner /Designer shall cooperate in providing information.
13.83 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is unsatisfactory as
6
determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to
make any payments to Planner /Designer when Planner /Designer is in default under this contract, nor shall this section constitute a waiver of any
right at law or at equity, which Owner may have if Planner/Designer is in default, including the right to bring legal action for damages or to
force specific performance of this Agreement.
1.3.9 PAYMENTS TO THE PLANNER/DESIGNER
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the
Planner/Designer's statement of services. No deductions shall be made from the Planner /Designer's compensation on account of penalty,
liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for
which the Planner/Designer has been adjudged to be liable.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between the Owner and the
Planner /Designer and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both Owner and Planner /Designer.
1.4.1.lOther documents as follows:
(List other documents, if any, forming part of the Agreement)
"Supplemental Agreement No. I" supplementing this Agreement.
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For the Planner /Designer's services as described herein, compensation shall be computed as follows:
In accordance with the Fee Schedule as indicated herein.
1.5.2 If the services of the Planner /Designer are changed as described in Subparagraph 1.3.3.1, the compensation may be adjusted. Such
adjustment shall be calculated in an equitable manner.
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify
employees, if required. Identify specific services to which particular methods of compensation apply)
1.53 Payments are due and payable thirty (30) days from the date of the Planner /Designer's invoice or not later than the time period required
under the Texas Prompt Payment Act, whichever is later. Non - disputed amounts unpaid sixty (60) days after the invoice date shall bear interest
at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the
Planner /Designer.
(Insert rate of interest agreed upon.)
One and one -half percent (1 '''A %) Per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and
Architect's principal places of business. the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be
obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)
This Agreement entered into as of the day and year first written above.
By:
OWNER
CITY OF ROUND ROCK, TEXAS
7
PLANNER/DESIGNER
JANC T HNOLOGIES, INC.
B A, An - u /Law
John Jankowski, RCDD, President
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
This document is entitled Supplemental Agreement No. 1, and it supplements "Agreement
for Telecommunications Cabling and Infrastructure Design Services" for the following Project:
Complete professional planning and design services required to fulfill the
telecommunications needs of the McConico Building.
This Supplemental Agreement No. 1 is made and entered into as of the same date of the
Agreement it supplements, that being the 13 day of 4,l/AK) , 2002, and likewise
is by and between the same parties, those being the CI OF ROUND ROCK, a home -rule
municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or
"Owner ") and JANCOM TECHNOLOGIES, INC., with offices located at 1501 West 5 Street, Suite
B, Austin, Travis County, Texas, 78703 (hereinafter referred to as "Planner /Designer ").
WHEREAS, City intends to design and construct the described municipal office building
known as the McConico Building (hereinafter called the "Project "). Planner/Designer's services are
desired for purposes including but not limited to the following: obtaining planning and design to
fulfill the telecommunications needs of the McConico Building, and preparing the programming and
design development documentation for the communication and cabling on such McConico Building,
including construction documents, bidding and negotiation phase, construction administration, and
telephone services. Total compensation for Planner/Designer's services under this Agreement shall
not exceed the following:
Compensation to Planner/Designer shall be a lump sum fee of Ten Thousand Ninety Dollars
and No /100 ($10,090.00) attributable as follows:
WHEREAS, City desires to contract with Planner /Designer for complete planning and
design services in connection with Phase 2 of the Telecommunications Cabling and Infrastructure
Design Services, for planning and design to fulfill the telecommunications needs of the facility, for
preparation of the programming and design development documentation for the communication and
0:4 AwIC 6.93rumocfnv600026331WPOijky
SUPPLEMENTAL AGREEMENT NO. 1
WITNESSETH:
Phase 3 - Construction Documents
Phase 4 - Bidding and Negotiation
Phase 5 - Construction Administration
Telephone Service Options Study
KNOW ALL BY THESE PRESENTS:
$4,060.00
$ 990.00
$1,440.00
$3,600.00
cabling on the facility, including construction documents, bidding and negotiation phase,
construction administration, and telephone services, 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, Planner/Designer
has agreed to provide such professional services for the compensation delineated previously and
herein;
NOW, THEREFORE, City and Planner /Designer, in consideration of the terms, covenants,
and conditions contained in the Agreement this document supplements and herein, do hereby
contract as follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Planner /Designer, as an independent contractor and professional consultant in its
relationship with the City, shall perform all professional services for the Project as set forth herein.
1.02 Compensation. City shall compensate Planner /Designer in accordance with the terms and
conditions of this Contract as follows:
Compensation to Planner/Designer shall be a lump sum fee of Ten Thousand Ninety Dollars
and No /100 ($10,090.00) attributable as follows:
Phase 3 - Construction Documents
Phase 4 - Bidding and Negotiation
Phase 5 - Construction Administration
Telephone Service Options Study
$4,060.00
$ 990.00
$1,440.00
$3,600.00
For approved Reimbursable Expenses, as defined in Article IV hereof, the actual
expenditures made shall be reimbursed at actual cost.
Unless subsequently changed by additional Supplemental Agreement to this Contract, duly
authorized by City Council Resolution, Planner/Designer's total compensation hereunder shall not
exceed $10,090.00, plus compensation hereunder for approved Reimbursable Expenses. These
amounts represent the absolute limit of City's liability to Planner/Designer under this Contract,
unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article V hereof.
ARTICLE II
PLANNER/DESIGNER'S SERVICES
2.01 Basic Services. The Planner /Designer's Basic Services consist generally of the phases
described below, and include complete planning and design services as delineated herein and in all
related contractual documents relating to the McConico Building, 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. Planner /Designer agrees that upon execution of this Contract,
it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not
previously identified in Planner /Designer's Proposal Letter, delineating their respective tasks. All of
Planner/Designer's consultants shall be subject to the approval of the City through its City Manager,
and City reserves the right to reject any consultant. Planner/Designer 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
Planner /Designer and Director, and Planner /Designer 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 Construction Documents (Phase 3)
(1)
Planner /Designer shall review any revised architectural or MEP plans, if required or
requested by City, to confirm implementation of accepted recommendations, and
shall coordinate the telecommunications drawings accordingly.
(2) Planner /Designer shall refine and finalize the telecommunications details and riser
diagrams based on received review comments.
(
Planner /Designer shall develop, refine and finalize enlarged plans of each
telecommunications space. Such enlarged plans shall illustrate the layout of the
spaces and shall indicate specific locations of wall- mounted and floor- mounted
equipment.
(4) Planner /Designer shall provide elevations of wall - mounted equipment and floor -
mounted equipment racks or cabinets.
(5)
(6) Planner/Designer shall attend a 100% Design Review meeting with the Owner and
Architect.
2.03 Bidding (Phase 4)
(1)
Planner /Designer shall finalize specification Section 16740 - Telecommunications
Cabling System - in CSI format as described herein. Planner/Designer shall prepare
bid response forms for competitive bidding of the telecommunications work either
for inclusion in the A/MEP bid packages or as a stand -alone bid package, as directed
by City.
Planner/Designer shall attend a pre -bid conference for qualified telecommunications
cabling installers. Questions received during the bid period and at the pre -bid
conference shall be documented by Planner /Designer, and Planner /Designer shall
issue formal responses to each bidder.
(2) Planner/Designer shall assist City in evaluation of the bids. Planner/Designer shall
provide a tabulation of bids and shall review and clarify the most favorable bids with
regard to scope of work, materials proposed, and perceived ability to satisfactorily
perform the work.
2.04 Construction Administration (Phase 5)
(1)
(2) Planner /Designer shall provide a minimum of four (4) scheduled and regularly -
spaced site visits to review the installation and provide comment on quality of work
and conformance to the design documents. Each visit shall be followed by a written
report from Planner/Designer. Planner/Designer shall respond to RFIs generated
during the construction process. The final visit shall result in Planner/Designer
providing a punch list for resolution by the telecommunications cabling contractor
and/or General Contractor.
2.05 Telephone Services Study
(1)
Planner/Designer shall review, provide comment, and clarify project submittals.
Planner/Designer shall conduct and provide data from a study of current telephone
service acquisition costs contrasted with the costs to own and administer a typical
private telephone system, and shall provide a features and benefits comparison of
current and emerging technologies. Such study report shall be in the form of a letter
report with backup calculations and projections of probable costs.
(2) Planner/Designer shall certify to City that it works independently and possesses no
affiliation with telephone equipment manufacturers or service providers, and that its
recommendations are based solely upon the requirements of City and relative system
features, costs, and benefits.
2.06 Additional Services. Planner/Designer shall perform Additional Services only as requested
by City, and only after a not -to- exceed amount has been mutually agreed upon in writing by Director
and Planner/Designer. Where City Council authorization is required, Planner/Designer shall not
proceed until the appropriate Resolution for such Additional Services has been adopted. The
following services are not covered under Article II, which defines and outlines Planner /Designer'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) Additional substantive tasks;
(2) Required attendance at additional meetings;
(3) Unanticipated increases in effort including accelerated schedules, substantial changes
initiated by parties other than Planner/Designer which occur after work has been
documented and reviewed by either Owner or Architect, and increased effort due to
technical recommendations provided by Planner/Designer which are not accepted by
Owner.
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 Planner /Designer and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Planner/Designer'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.
ARTICLE IV
REIMBURSABLE EXPENSES
4.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Planner /Designer, its employees, or
its consultants in the interest of the Project for the incidental expenses set forth below. Such
expenses must be authorized in advance.
4.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the
following shall be reimbursable: reasonable transportation and living expenses of principals and
employees when traveling in connection with the Project outside of Williamson County, Texas,
essential long distance calls and telegrams, fees paid for the securing of approval of authorities
having jurisdiction over the Project, postage, and reproduction of documents, excluding copies for
Planner /Designer's office use and the required copies necessary at each phase of the work for City's
review.
4.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work,
not due to Planner/Designer delays, requiring higher than regular rates shall be reimbursable.
ARTICLE V
PAYMENTS TO THE PLANNER/DESIGNER
5.01 Basic Services. Payments on account of Planner/Designer's Basic Services shall be made in
proportion to the degree of completion of each phase, but not to exceed the following percentages
of the respective fees at the completion and approval of each phase of the work:
Compensation to Planner /Designer shall be a lump sum fee of Ten Thousand Ninety Dollars
and No /100 ($10,090.00) attributable as follows:
Phase 3 - Construction Documents
Phase 4 - Bidding and Negotiation
Phase 5 - Construction Administration
Telephone Service Options Study
$4,060.00
$ 990.00
$1,440.00
$3,600.00
5.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable
Expenses and Additional Services, as hereinbefore referred to, shall be made following presentation,
review and approval of Planner /Designer's detailed invoice.
5.03 Abandonment. If any work designed or specified by Planner /Designer during any phase
is abandoned or suspended, in whole or in part, Planner/Designer 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.
5.04 Invoices. Planner /Designer's invoices to City shall provide complete information and
documentation to substantiate charges, and shall be in a form to be specified by Director. All
payments to Planner/Designer shall be made on the basis of the invoices submitted by
Planner /Designer 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, Planner/Designer shall comply
promptly with such request. In this regard, should Director determine it necessary, Planner/Designer
shall make all records and books relating to this Contract available to City for inspection and
auditing purposes.
5.05 Payment of Invoices. City reserves the right to correct any error that may be discovered in
any invoice that may have been paid to Planner /Designer and to adjust the same to meet the
requirements of the Contract. Following approval of invoices, City will endeavor to pay
Planner /Designer promptly, but not later than the time period required under the Texas Prompt
PaymentAct; however, underno circumstances shall Planner/Designer be entitled to receive interest
on payments which are late because of a good faith dispute between Planner/Designer and City or
because of amounts which City has a right to withhold under this Contract or state law.
5.06 Offsets. City may, at its option, offset any amounts due and payable under this Contract
against any debt (including taxes) lawfully due to City from Planner/Designer, regardless of whether
the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether
or not the debt due to City has been reduced to judgment by a court.
ARTICLE VI
PLANNER/DESIGNER'S ACCOUNTING RECORDS
6.01 Accounting Records. Records of Planner/Designer's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Planner/Designer shall be kept
on a generally recognized accounting basis and shall be available to City or its authorized
representatives at mutually convenient times.
ARTICLE VII
TERMINATION AND DEFAULT
7.01 Termination. In connection with the work outlined in this Contract, it is agreed and fully
understood by Planner /Designer that Director may cancel or indefinitely suspend further work
hereunder or terminate this Contract either for cause or for the convenience of City, upon fifteen (15)
days written notice to Planner/Designer, with the understanding that immediately upon receipt of
said notice all work and labor being performed under this Contract shall cease. Planner /Designer
shall invoice City for all work satisfactorily completed and shall be compensated in accordance with
the terms of this Contract 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 Contract, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new planner /designer for
continuation of services on the Project, Planner/Designer shall cooperate in providing information.
7.02 Default. Nothing contained in Section 7.01 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 Contract. City shall not be required to make any payments to Planner /Designer when
Planner /Designer is in default under this Contract, nor shall this Article constitute a waiver of any
right, at law and at equity, which City may have if Planner /Designer is in default, including the right
to bring legal action for damages or to force specific performance of this Contract.
ARTICLE VIII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
8.01 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 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.
8.02 Contract Administration. This Contract shall be administered on behalf of City by its City
Manager, and Planner/Designer shall fully comply with any and all instructions from Director. Any
dispute arising hereunder shall be submitted to Director, whose decision in the matter shall be final
and binding.
ARTICLE IX
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
9.01 Planner /Designer's Responsibility for Work. Approval by City shall not constitute nor
be deemed a release of the responsibility and liability of Planner /Designer, its employees,
subcontractors, agents and consultants for the accuracy and competency of their 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 documents prepared by Planner /Designer, its employees,
subcontractors, agents and consultants.
9.02 Indemnification (Damage Claims). Planner /Designer 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 Planner/Designer's breach of any of the terms or provisions of this Contract, or by any
negligent act or omission of Planner/Designer, its officers, agents, associates, employees or
subconsultants, in the performance of this Contract; except that the indemnity provided for in this
paragraph shall not apply to any liability resulting from the sole negligence of City, its officers,
agents, employees or separate contractors, and in the event ofjoint and concurrent negligence ofboth
Planner /Designer 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.
9.03 Insurance. Planner/Designer, at its sole cost, shall purchase and maintain during the term
of this Contract the minimum insurance coverage in the amount of One Million Dollars from a
company authorized to do insurance business in Texas and otherwise acceptable to City.
9.04 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Planner/Designer, Planner/Designer shall require each subconsultant performing work under this
Contract to maintain during the term of the Contract, at the subconsultant's own expense, the same
stipulated minimum insurance required in Section 9.03 above, including the required provisions and
additional policy conditions as shown below in Section 9.05, unless specifically waived by the City
Manager. As an alternative, Planner /Designer may include its subconsultants as additional insureds
on its own coverages as prescribed under these requirements. Planner /Designer's certificate of
insurance shall note in such event that the subconsultants are included as additional insureds and that
the Planner /Designer agrees to provide Workers' Compensation coverage for the subconsultants and
their employees.
Planner /Designer shall obtain and monitor the certificates of insurance from each
subconsultant in order to assure compliance with the insurance requirements. Planner/Designer must
retain the certificates of insurance for the duration of this Contract, 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.
9.05 Insurance Policy Endorsements. Each insurance policy under paragraph 9.03 shall include
the following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
(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 Planner /Designer.
(3)
(5)
non - renewal or any material change in coverage, a notice thereof shall be given to
City by certified mail to:
Robert L. Bennett, Jr., AICP
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Planner/Designer 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.
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.
Planner /Designer and City mutually waive subrogation rights each may have against
the other for loss or damage, to the extent same is covered by the proceeds of
insurance.
9.06 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Planner/Designer shall be borne solely by Planner/Designer, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City.
ARTICLE X
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
10.01 Compliance with Laws. Planner/Designer, its consultants, agents, employees and
subcontractors shall comply with all applicable Federal and State Laws, the Charter and Ordinances
of the City, as amended, and with all applicable rules and regulations promulgated by all local, State
and National boards, bureaus and agencies. Planner /Designer shall further obtain all permits and
licenses required in the performance of the professional services contracted for herein.
10.02 Taxes. Planner /Designer 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 XI
TERM
11.01 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 Contract shall be from
the date hereof until final completion of the Project and all services in connection therewith,
including the final one (1) year warranty inspection, and resolution of any outstanding Project - related
claims or disputes.
11.02 Project Performance Schedule. Planner/Designer 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, Planner/Designer shall proceed with sufficient qualified personnel and
consultants necessary to fully and timely accomplish all services required under this Contract in the
highest professional manner.
ARTICLE XII
FINANCIAL INTEREST PROHIBITED. CONFIDENTIALITY
12.01 Financial Interest Prohibited. Planner /Designer covenants and represents that
Planner/Designer, 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.
12.02 Confidentiality. Planner /Designers reports, evaluations, designs, drawings, data, and all
other documentation and work developed by Planner /Designer 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 XIII
GENERAL PROVISIONS
13.01 Time is of the Essence. Planner /Designer understands and agrees that time is of the essence
and that any failure to complete the services for each phase of this Contract within the agreed Project
Performance Schedule will constitute a material breach of this Contract. Planner/Designer 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 Planner /Designer's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Planner/Designer's payments
hereunder without waiver of any of City's additional legal rights or remedies.
13.02 Force Majeure. Neither City nor Planner/Designer shall be deemed in violation of this
Contract 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.
13.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Contract. Planner/Designer shall not
assign, sublet or transfer any interest in this Contract without prior written authorization of City's
Director.
13.04 Amendments. This Contract, representing the entire agreement between the parties, may
only be amended or supplemented by mutual agreement of the parties hereto in writing.
13.05 Enforcement and Venue. This Contract 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.
13.06 Notices. All notices and correspondence to City by Planner/Designer shall be mailed or
delivered as follows:
All notices and correspondence from City to Planner/Designer shall be mailed or delivered
to the Planner/Designer as follows:
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. e -Q - 06 - 13 - I4G1- approved by the City Council on tJitji /3 ) ?o0a.
and JanCom Technologies, Inc., signing by and through its duly authorized representative(s), thereby
binding the parties hereto, their successors, assigns and representatives for the faithful and full
performance of the terms and provisions of this Contract.
ATTEST:
Robert L. Bennett, Jr., AICP
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
John Jankowski, RCDD
President
JanCom Technologies, Inc.
1501 West 5 Street, Suite B
Austin, Texas 78703
CITY OF ROUND ROCK, TEXA
JANCOM T H • LOGIES, INC.
By:
J
RCDD, President