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R-02-08-08-11G9 - 8/8/2002Mayor 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. August 29, 2002 Mr. Bayard M. Spencer III Spencer Godfrey Architects 1106 South Mays, Suite 120 Round Rock, TX 78664 Dear Mr. Spencer: The Round Rock City Council approved Resolution No. R- 02- 08- 08 -11G9 at their regularly scheduled meeting on August 8, 2002. This resolution approves the agreement for architectural services for the schematic design of the Senior Activity Center. Enclosed is a copy of the resolution and the original agreement for your files. If you have any questions, please do not hesitate to contact Larry Madsen at 218 -5552. Christine R. Martinez City Secretary Enclosure CITY OF ROUND ROCK azt East Main Street • Round Rock, Texas 78664 Phone: 512 218.5400 • Fax: 512.218.7097 • Voice: [.800.735.2988 • L TDD • www.ci.round- rocktx.us RESOLUTION NO. R- 02- 08- 08 -11G9 WHEREAS, the City of Round Rock desires to retain professional architectural services for the schematic design phase of the Senior Activity Center, and WHEREAS, Spencer Godfrey Architects has submitted a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services to provide said services, and WHEREAS, the City Council desires to enter into said Contract with Spencer Godfrey Architects, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services with Spencer Godfrey Architects for architectural services for the schematic design phase of the Senior Activity Center, 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. ..00MA \WORGOOX \0: \WOOX \RESOLOTI \R30008G9 .WPO /sc RESOLVED this 8th day of August, 2002. ATTEST: CHRISTINE R. MARTINEZ, City Secretary 2 !?' o ELL, Mayor ity of Round Rock, Texas Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Copyright 1917, 1926,1948, 1951, 1953, 1958, 1961,1963,1966,1967, 1970,1974.1977,1987, 0I997 by The American Institute of Architects. Reproduction of the material herein or subs tantialquotatioa of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. 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 ( ) day of the month of in the year Two Thousand Two . (In words, indicate day, month mad 'var.) BETWEEN the Architect'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 AIA DOCUMENT 8141- STANDARD FORM AGREEMENT- 1997 EDITION- AIA- COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. own�iCOax�n0003res3.wro AIA Document B141 -1997 1997 Edition - Electronic Format EXHIBIT nAn Electronic Format B141 -1997 Page #1 and the Architect: (Name, address and other information) Spencer Godfrey Architects 1106 South Mays, Suite 120 Round Rock, Williamson County, Texas 78664 For the following Project: (Include detailed description of Project) Limited scope professional architectural schematic design services related to the following: Senior Activity Center consisting of two (2) stories to be located above a two-level parking garage accommodating approximately 160 vehicles. The parking garage is planned to be built partially underground, and integrated into the topography of the land. The designed structures will be located on the masterplanned Municipal Office Complex site. Exterior architecture of the structure is to be designed utilizing the general architectural elements and style established by the Municipal Office Complex site masterplan architect. Page Southerland Page. Architect shall coordinate its work with that of the site mastemlan architect to achieve a harmonious integration of the Senior ActivitvCenter into the planned fabric of the site. The Owner and Architect agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the dspositionfor thefollowing items by inserlingthe requested information or astalementsuch 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: (Idenl4 or describe, if appropriate, proposed use or goals) SENIOR ACTIVITY CENTER : Ob'ectiveinclud and is limited to schematicdesi :n services for the two-s -above the referenced parking garage. Civil engineering and landscape architecture are specifically excluded from architect's services and responsibilities. Completion of schematic design services shall wield data to determine project construction budget. Completion of schematic design services shall yield data to perform required analyses to ascertain probable construction costs based upon square footage cost allotments for similar facilities. 1.1.2.2 The physical parameters are: (Identh5, or describe, ifappropriate, size, location, dimensions, orotherpertinent information, such a geotechnical reports about the site.) i The designed structures will be located on the nsasterplanned Municipal Office Complex site. "' The location for the masterplanned Municipal Office Complex is Proposed to be an approximately 5.85 acre tract of land in a district bounded by the following roadways: Lake Creek, McNeil Road North Mays (U.S. 81), and Round Rock Avenue in Round Rock, Williamson County, Texas. 1.1.2.3 The Owner's Program is: (Idenl ' documentation or state the manner in which the program will be developed.) The project components are: t Schematic design phase for referenced Senior Activity Center. 1.1.2.4 The legal parameters are: (Idenlifi pertinent legal informat ion, including. if appropriate, land surveys and legal descriptions and restrictions of the site.) 2 1.1.2.5 The financial parameters are as follows: I. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: Total compensation to Architect for limited scope schematic design services as delineated herein is the fixed sum of Forty Thousand Four Hundred Twenty -five and No/100 Dollars ($40,425.00). Architect has stated that this fee to Architect is not to be considered as a percentage amount of the total fee that would be charged for the larger project. Architect has stated that the fee herein has been adjusted down from its customary fifteen percent (15%) allocation for schematic design, recognizing that charges from consultants will be minimal during the schematic design phase. 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dares, durations or fast track scheduling.) *Schematic design phase covered by this Agreement shall be completed within ninety (90) days from execution hereof. After that initial term. this Agreement may be renewed and extended for one successive term of thirty (30) days. only upon the express written agreement of both parties and only if deemed necessary by City. Othertime parameters oradiustments to time parameters are to be determined at a later date by mutual agrcement ofthe parties hereto. 1.1.2.7 The proposed procurement or delivery method for the Project is: (ldenlify method such as competitive bid, negotiated contract, or construction management.) Professional services will be engaged by negotiated contract. 1.1.2.8 Other parameters are: (Identejy special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Unknown at this time, 1.1.3 PROJECT TEAM 1.13.1 The Owners Designated Representative is: (List name, address and other information) Larry Madsen Project Manager 2008 Enterprise Round Rock, Texas 78664 * The Owner's Designated Representative has contractual authority to provide instructions to Architect on behalf of Owner_ It is understood and acknowledged that Architect has the tight to rely on the accuracy and validity of any instructions authorizatio, directives and infonnation received from Owner's Desi ated esentative. Architect states that the firm will additionally confer with Parks Department Director Sharon Prete and with representatives of the Senior Citizens Task Force appointed by City on issues related to project design. 1.13.2 The persons or entities, in addition to the Owners Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information.) City Manager 221 East Main Street Round Rock. Texas 78664 1.133 The Owner's other consultants and contractors are: (List discipline and, iflmown, identify them by name and address.) Not selected at this time. 3 1.13.4 The Architect's Designated Representative is: (List name, address and other information) 1.13.5 The consultants retained at the Architect's expense are: (Liss discipline and it identify them by name and address) " Pickett Kelm and Associates, Structural Engineering " Johnson Consuslting Engineers, MEP Engineering " Dickensheets Design Associates, Acoustician " Upon execution of this contract, Architect agrees that it will submit to City within ten GO) days a list of all additional consultants it intends to utilize, delineating their respective tasks. All Architect's consultants shall be subject to the approval of City, and City reserves the right to reiect 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 ofthe Con tract for Construction shall be the edition of AIA Document A201 . .as modified between Owner and Contractor. Duties, responsibilities and limitations of authority of Architect shall not be restricted, modified or extended without written agreement of Owner and Architect with consent of Contractor, which consent shall not be unreasonably withheld. Architect consents to the modifications of AIA Document A201, General Conditions of the Contract for Construction, between Owner and Contractor. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.2 OWNER IN. a...g ,a„5.. 111 yaw„t 1.1.6 Theinfonnation contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. O otl,ya,.:.a, L.,ri..u,w.,�..i�., tLal au, J. in visa wlit.. ma ..l.a,s.. a„J, 6. d,al...N,l, wJ tl... Al ..ld.wt stall ,,s„tiat., ow. ups lab.. wJ,jua6,...,,b L. asla.Jal.,...,,.q,..,.,,atit,., and Chas.. 6. 5..1 .ILA, is aw,nJaneewith Pa.a 1.3.3. 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. 1.2.1 The Owner and the Architect 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. 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. 1.2.2.2 .. ' . ,..,r >ix..if...a..11y i.,.,,.a.,...,, Jw,.., a., t1., ,,... all LaJ5„ t, th., pt, .li,,.aof th.,Luds.xall.,.,wt.df . t1,,.G.at 4 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. 1.2.23 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owners 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 Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 1.2.2.4 The Owner shall fumish the services of consultants other than those designated in Paragraph 1 -1.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project and are approved by 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 Th., 0...,.,, Each party shall provide prompt written notice to the A..1.:t....t other if th., 0..,..,, either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.2.8 Owner shall furnish, or direct Architect to obtain at Owner's expense. a certified survey of the site giving, as required, es and lines of all . avements and adeinjn_ ,ro..,,. ri_ hts -of -wa restrictio Basemen encroachments zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings. pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included by Architect in the specifications for the Project. 1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Forn, and such other information and materials as maybe necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent practicable, these documents shall be utilized in the preparation of the construction documents. 1.2.3 ARCHITECT 1.23.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein. in attached and accompanying documents. in supplemental documents. and in related documents. 1.23.2 The Architect's services shall be perfonned as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owners approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which shah may be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for periods oftimerequired for the Owners review, for theperformanceof the Owneesconsultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project 5 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.235 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project 1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the Owner. A...l.:.....tEac shall provide prompt written notice to the fawner other if A,..L:l...,t either becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 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 Architect. 13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided forby the Architect, including the costs ofmanagement or supervision of construction or installation provided by a separate construction manager or contractor, plus a ...�.,..aLl.. dl .,., a..... . t., .. for Contractor's overhead and profit. 13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. 13.2 INSTRUMENTS OF SERVICE 13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project y .,,.,l ..d .., ..a.,....1 .:s ,.., ...,yy.:gl.b All Architect's designs and work product under this Agreement including. but not limited to, Tracings. Drawings, Estimates, Specifications. Investigations, Studies and other documents, 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. Architect hereby conveys, transfers and 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 Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or anyone connected with Architect, including agents, employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. 13.2.2 Upon execution of this Agreement, the Architect grants to the Owner a permission to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement The Architect 6 shall obtain sirnilan,..,.,6,lw.... L.. .., permission from the Architect's consultants consistent with this Agreement. *my tv. - t:,,,, p.;.,...,,,,apktiv,oft!,P, . ...t 61.II lat,d,:,L,,.,6,. Up.,, 1 ,v.,L ,,,6.aG.,..tI.O,.,,.., sl gall ,.G.1, GUM „ L ,at,..,,,,,b .,f S,. , k. a„d 61.11 tall," t., tI.. A, .I t....t ,.linJ,.,,. Ja .,f ;6111/ 6.,. v an. L,tl„ w,...' ap., 6a., 6a:.,...,,..,....., 1. !fend upon the date the Architect isadjudged in default of this Agreement, tl., f . s.,L 1:....,..,., aL.11 L.. J.,.,,.,..J t,. l,J .,.J .,pl..,,J Ly . a,,.,,al, u.,u,..,lua;.,1iv..,a, parmtting the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where pmnitted by law, to make changes, corrections or additions to the Instruments of Servicea.,l,ly for the purposes of completing, using and maintaining the Project. 1.3.2.3 u ..J,. ll .:a A The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer anyl:,,,,a, permission granted herein to another party without the prior written agreement of the Architect However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work b 1:,,.,a, s , a.,l,J i.r S.Lp...K..1.6 17333: Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. tsl.b ftl.,A ,ha l..J tl „A.,1.6 f6,,,6ulb.b.TL,O.,.,.aL.11.. 111.6 tI..L,atru,,,,,..a of Ss., r. fut..,.ldit ;.,s j wty. S,. tl. wp, vj. .,b,,..J..,aW.O ..,,..,..Lt..:.. all... p..,..., al.,n. tt,w..,,,.t.,f tl .Y A ...1;lNo ., Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations orlieensc, not otherwise provided in this Agreement. 13.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 1.3.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. In addition, Architect 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. 1.3.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified_ 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if ... by h. tl,, aL..,....,f.,.,.t.,al . L..., it ,, , tl., A „]dt„t .1,.I1, d., 0,...... p.:u, t., p..,.;d1, 611,1. If the 9,.t .11 ,.. pa t .,r ct.us, ;,. s,..;.,., :a ., t . ,u:. J, u , 0...,,. .1.411 ei '. p,.,,.,pl .;,.. .,...;,. w n., 11,4., .,., .,bl A.,hh„t,CL. in , .,ftL6 pumo...tt..l...x..plr 1.5.2, u..J t.,...y- R,;.,.L...a.bl, L..p.,,,a.,, J,a,.;L..J in Subp... 1.3.9.2 ..,J :uas.aph - 13757 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. 133.2 If.,. y 6 ftl ,6fl1.,..;'a,L,u.uat.',..._,.fT .J.,A..,1.1....1'aa,..;66a 7 v .2 en 1..a, lawn s ulaLi.,.,a a..,ff,,;al L,t.,, k. ,,,...:,,,,�ly 1.3.4 MEDIATION 13.5 ARBITRATION .4 tb,.P. j....t;....1„dL. ' t.. dto, a;..., an p vLALL Y .6 v .,.pa.d;.,,. f . dal d1.,,1an.... at a putt:,, I,,.a,;., a di vla,,,tid;.. a I,. d. 13 .4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation J Ly aLy .:d,,, pal y_ If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation 13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation wok.,. „I,. -aatL.,pa..4, .... n ali yay...... J,... w :a.,ahallb.. ill a.....,.Ja.....,, t1.11...G...a4a „ t: a..L.daaa y M.,J ; at:,,.r R., 1.. a.. fth., A,,,...4.... A, L; 4a4., ,.Aa.....:.1.6...,,,..,Jl t. Request for mediation shallbe filedinwritingwiththeother party to this Agreement a,.J w;tl, d,.. A.a...;..a., Aaa.,..:at;.,... y L..,aad...,,auu.,,,,tl w :t1 . tl ,,, f. hug L1C a J.Juan 1 f a,L;hd:v., L.,t, "LIL au, L ....,,L, mediation shall proceed in advance of ..b;hdi..,..,. legal or equitable proceedings, which shall be stayed pending mediation fora 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 mediators fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 135.1 An „Ia;n1,J;av,........,tl...,,, ant.,: aye.. aL:.,..a„a: out .,f...L.Aat..d n,tl,;a AS,....,.,,,, t at. allL..a„Lj..,....,a.L:4a.:.,.,. pm uw nano ww.n ,, Lv ,..avl.. ,apaua uy 135.2 CIaL..a, J:apd a a d utl.w ,uat4,a :.. qt.-alum L .w wa .1 v a,t:.a J. a,..not la by u,. J:a4ua shill l J :Jul b,. ;.. 1353 A du,.a „J f a, L:.,a,;.,,. aLall b.. ,,a1. w;d.L. a..aa„aa1 h tL,.,, aR.,. J ....la:a., kaput., a, .,tL... ,am4., L. yucal :,,,r wL L.a4la Uanw u„ aw,l, ..la , a■apuu. u, ua.... ,..MW. , . , yu..aL wu.IU w Ua,l U y LI,,, appl. OI.. aL Wh. ul t tal.uaa. 13.5.4 N., a.L:4 aA..n a.:aLs .,at af,,, ,.,ld;a l.. U,:, A al.all L,,.h,J., L ..uaaul:Jad.,,..,, j.,:a1.,, u. :aany otL.., all a.,,.a a,p,eav L,L y ..alapao y 61, y.,.,. ,pLL, sa ap,..,.r.,,,.,t,,.,.,.,.. x ,...d L J,., OL,,..,., A.ah;l....l, a„1 a., .,d,.,, p...ay., ,., ..,. a.,axLt lv h., jaL,.d C . , ..,,,,d V . , biha4.1 al, h ..,. ...,,,a.,,L a, w a ,,v. au., An ' y t a..,,d a J L..,1 U TI fi, ., g \�......,...,,t a1all L,. ap...;L....11y W,f .,.,.LL, L. a.....,.Jaa..., a al, ap law in an ,...a.t La 8 .. j..,:aJ:..t:.,.. 13.5.5 Th.,arva,J .,, a, b: haa.3a1a11l ,. f.,.�1,�„Jj„J s ,,,..,,t. ».. wal. a :...�bl.. lary :,. w. w.,d La.:., jo, :mod :.G.,., tl.., wf. 13.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U. S.C. Section 1 -14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 13.6.1 The Architect and the Owner waive consequential damages for claims, disputes or other mattes in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Paragraph 1.3.8. 13.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be govemed by the ,,....t .. 2 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 ofthe Contract for Const ruction,....,....,t oz. .,ftl,.,d4 th :sA . m.ut 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 Architect's services are substantially completed. 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contract ors, 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, of tl. :,A as modified between Owner and Con tractor. The Owner ortheArchitect, as appropriate, shall require ofthe contractors, consultants, agents and employees of any of them 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 Architect. 13.7.6 Unless otherwise provided in this Agreement, the Archit ect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable arress to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect forreview at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 13.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written 9 consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 13.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architect in a..o, J....., substantial compliance with this Agreement, such failure shall may be considered substantial nonperformance and tab... f.,, 1. - 1:,,., of, at 1!.. oy.:o.y cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven fifteen (15) days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non - disputed sums due prior to suspension and-any ...........I... , a y , ; o.,a,.Ja ann oftL.A 1" .t,,,.:. TheArchitect's fees for theremaining services and the time schedules shall be equitably adjusted. ,. Jw awyuuw o y u w., ......:...., y ..rfoomd y ,;o, to „oE.. of Wl,... :, ,.aao..J IL. A—ha —A —l.all L...o... for 13.8.3 If fin. ....,:,, u J. do,d,..A,..1.a....t',,.,.;...., y ..,.J..JC. lama, alum 90.. ..ut:..,Jay..,d. ;l.....t f .1 a..bata..tiall .o y ..,r.., ....... ...ma am. , tl. 11.......o.. of tl.i.. 0aoo no f ..lt of tL.. pa..y LdGaG „ 0,. 1.3.8.7. 13 .8.7 T., t ;o., C.. a,. L. m1.1:1 o,. h,..o,.. fi„ Sm. of tL.AS...,.,,,..,. ao1:,..laJ..,..,,,,., J:...tl -... .. h; ; Iran ou,.. ..:,.......,y.4.1 NJ a,.a..«a „tfi.tl..n.h:a t' N a.t : ; y et 1.,vL[m. d.. valu. of [L. a., .... uol yu W, w.q Ly tl,. A.. 13.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon fifteen (15) days' written notice to Architect. with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the temps 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 bepromptly delivered to Owner in a reasonably organizedfonn without restriction on futureuse. Should Owner subsequently contract with a new architect for continuation of services on the Project. Architect 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 determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract nor shall this section constitute a waiver of any right, at law or at equity. which Owner may have if Architect is in default including the right to bring legal action for damages or to force specific perfonnance of this Agreement 13.9 PAYMENTS TO THE ARCHITECT 13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon 10 t^a presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. ih. a,d JL...11 ,.Iat.J l,, d,.Ily..t o, ;d.n,;f,•..1 in J,. 11 IL,win .1 t,a„s .... in .............:,,,. with d,. Il cwt, gad, :...t t.,f t,,,.,, l J nu yaa ,,a.uw8 .1,1. a, .4 uwu6 wbu., umn rvb 6J 11 coverage-or - 'ts ,,..,t.41,,tL.Ow,,...L, .. dn. ,,. a..,a lly. a,,;. dbytl.. A.. L; u. .ta„Jtl..Architcclrscorunllmds; • ,., aLI L t .a f t . atit 6w a Chan :.. I,ua,t ,at., m a ,uult: of D;,wt al.•ll b. a. laLk t. 0..,,..4 uH,.. statuh„y .,,.yl.,yw L..,.Lt, u„u,a,,...., 1,.,1.41.) .a.auu , .11.11/6yw ..,u.,,,.,,. y a„1 'tar ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts oldie Agreement This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services. AIA Document B141 -1997, as herein amended. (Lis! other documents, !f any, delineating Architect's scope of services.) 1.4.1.3 Other documents as follows: (Cue otherdocameatq if any, forming part of the Agreement.) dsofSer ricc; "Supplemental Agreement No. 1" supplementing Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services. AIA Document BI41 -1997. 1.4.2 Special Terms and Conditions.Special teens and conditions that modify this Agreement are as follows: It is expressly understood and agreed by and between the parties hereto that Architect shall be solelyresponsible for ensuring that the Proiect meets all design requirements imposed by the American Disability Act. 11 ARTICLE 1.5 COMPENSATION IS.1 For the Architect's services as described herein, compensation shall be computed as follows: In accordance with the Fee Schedule attached hereto as Exhibit "C" and incorporated herein for all appropriate purposes. 1.5.2 If the services of the Architect are changed as described in Subparagraph 13.11, the Architect's compensation may be adjusted. Such adjustment shall be calculated as described below to, :f..,, .,,..tl...d„ f..dj„Aa,.,,G, L.d:,,..hd :.,11..., Pa.o. a 1.5.2, (Insert basis ofcompensation, incl udingratesandmuIip/ esofDirectPersonne lExpensefarPrincipalsaMenplo ees, andidentyPrincpak and dassibr employees, if required Identify specific services to which particular methods of compensation apply) Hourly. as follows: Principals $ 120.00 Project Architect 85.00 Intern Architect 65.00 CAD Technician 55.00 Clerical 45.00 1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (I.00 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 13.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by the Architect, and the Architect 's employees and consultants. However. only for the reimbursable expenses which are delineated below in this subsection 1.5.4. the compensation shall be computed as delineated: (a) Reimbursable charges for electrostatic copying: $ 0.15/8 / x 11 sheet: and (b) Reimbursable charges for blueline printing: $0.15 /sauare foot of paper. All reimbursable charges shall not exceed the total maximum sum of $1.000.00. 1.53 Other Reimbursable Expenses, if any, are as follows: 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 15.7 An initial payment of Zero and No/100 Dollars ($ 0.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 15.8 Payments are due and payable thirty (30) days from the date of the Architect's invoice , or not later than the time period required under the Texas Prompt Payment Act, whichever is later. Non-disouted amounts unpaid sixty (60) days after the invoice date shall bear interest at the raze entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (insert rale of agreed upon.) One and one - half percent (1h %) 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 maya flit[ the validity oft his provision. Speck legal advice should be obtained with respect to deletions or modifications. and also regarding requirements such as written disclosures or waivers.) 12 This Agreement entered into as of the day and year first written above. OWNER ARCHITECT CITY OF ROUND ROCK, TEXAS SPENCER GODFREY By: By: 13 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON SUPPLEMENTAL AGREEMENT NO. 1 KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141-1997, for the following Project: Limited scope professional architectural schematic design services related to the following: Senior Activity Center consisting of two (2) stories to be located above a two -level parking garage to be located on the masterplanned Municipal Office Complex site, all as are more specifically identified and described in the accompanying AIA Document B141-1997. 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 , 200_, 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 Spencer Godfrey Architects, with offices located at 1106 South Mays, Suite 120, Round Rock, Williamson County, Texas, 78664 (hereinafter referred to as "Architect "). WITNESSETH: WHEREAS, City intends to gather and analyze data, design, and construct the masterplanned Municipal Office Complex project (hereinafter called the "Project ") at a total budgeted construction cost still to be determined. Architect's services under this Agreement are desired for purposes limited to schematic design services for the two -story space above the two -level parking garage located on the masterplanned Municipal Office Complex site. Civil Engineering and landscape architecture are specifically excluded from Architect's services and responsibilities hereunder. Total compensation for Architect's limited services under this Agreement shall not exceed the following: Forty Thousand Four Hundred Twenty -five and No /100 Dollars ($40,425.00), plus approved reimbursable expenses not to exceed the maximum total sum of One Thousand and No /100 Dollars ($1,000.00). 1 WHEREAS, as is recited in the Agreement this document supplements, City desires to contract with Architect for limited scope architectural schematic design services in connection with design and construction of a portion of the total Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed to provide such professional services for the compensation delineated previously and herein; NOW, THEREFORE, City and Architect, in consideration of the terms covenants and conditions contained in the Agreement this document supplements and herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services as set forth in this Agreement. 1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions of this Agreement as follows: I. Schematic Design Phase for Senior Activity Center Total stipulated sum of $40,425.00, plus approved reimbursable expenses not to exceed the maximum total sum of $1,000.00. Architect has stated that this stipulated sum is not to be considered as a percentage amount of the total fee that would be charged for the larger Project, and that the stipulated sum herein has been adjusted down from the firm's customary 15% allocation for schematic design due to the firm's recognition that charges from consultants will be minimal during the schematic design phase. All approved reimbursable expenses shall be billed to City at cost, except for the following: (a) Reimbursable charges for electrostatic copying: $0.15/8 '/2 x 11 sheet; and (b) Reimbursable charges for blueline printing: $0.15 /square foot of paper. For Architect's Additional Services, if any be authorized in advance by City as hereinafter provided, a supplemental fee to be computed as follows: (a) Principal's time at a fixed rate of $120.00 per hour. For purposes of this Contract, the Principals are Bayard M. Spencer 1II and Mike Godfrey. 2 (b) Employees' time shall be paid at the following agreed hourly rates: Project Architect $ 85.00 Intern Architect $ 65.00 CAD Technician $ 55.00 Clerical $ 45.00 Unless subsequently changed by additional Supplemental Agreement, duly authorized by City Council Resolution, Architect's total compensation hereunder shall not exceed $40,425.00, plus the maximum sum of $1,000.00 for approved reimbursable expenses. These amounts represent the absolute limit of City's liability to Architect under this Agreement, unless same shall be changed by additional Supplemental Agreement hereto. The times and further conditions of payment shall be as described in Article V hereof. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. The Architect's Basic Services under this Agreement shall consist generally of the one subphase described below. Architect agrees that upon execution of this Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified in the accompanying AIA Document B141-1997, delineating their respective tasks. All of Architect's consultants shall be subject to the approval of the City, and City reserves the right to reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and acceptable to the City. A Performance Schedule shall be agreed to by Architect and City, and Architect agrees to use its best efforts to complete all services hereunder in accordance with such Performance Schedule. All services shall be performed to the highest professional standard. 2.02 Schematic Design Documents Phase. On the Senior Activity Center portion of the Project, and elsewhere as directed, Architect shall provide standard Schematic Design Phase Services and also the following: Provision of services which yield data to determine project construction budget, and data to perform required analyses to ascertain probable construction costs based upon square footage cost allotments for similar facilities. Exterior architecture of the Senior Activity Center shall be designed utilizing the general architectural elements and style established by the Municipal Office Complex site masterplan architect, Page Southerland Page. Architect shall coordinate its work with that of the site masterplan architect to achieve a harmonious integration of the Senior Activity Center into the planned fabric of the site. 3 2.03 Additional Services. Architect shall perform Additional Services, only as requested by City, after a not -to- exceed amount has been mutually agreed upon in writing by City and Architect. Where City Council authorization is required, Architect shall not proceed until the appropriate Resolution for such Additional Services has been adopted. The following services are not covered under Article I1, which defines and outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by City in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) (3) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by the City. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget oven in the work of Architect, City shall not be liable to compensate Architect for Additional Services or expenses in such connection. Providing other extraordinary professional services over and above the Agreement requirements, where required and requested by City, including extraordinary professional services whichmightresult ifthe City decides to "fast - track " the Project. ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding requirements for the Project. 3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work. 3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. ARTICLE IV REIMBURSABLE EXPENSES 4.01 Reimbursable Expenses. Reimbursable expenses include actual expenditures made by Architects, their employees, or their consultants in the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized in advance. 4 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 Drawings and Specifications, excluding copies for Architect's office use and the required number of sets at each phase of the work for City's review. 4.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for the City's use shall be reimbursable. 4.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the Texas Department of Licensing and Regulation for review and approval of design or development documents shall be reimbursable. 4.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the Texas Natural Resource Conservation Commission shall be reimbursable. 4.06 Special Consultants. If the employment of special consultants for speci al ized design services is authorized by City, fees for other than normally required architectural services and the Basic Services hereinbefore defined shall be reimbursable. ARTICLE V PAYMENTS TO THE ARCHITECT 5.01 Basic Services. Payments on account of Architect's services rendered and reimbursable expenses incurred shall be made monthly upon presentation of Architect's statement of services. 5.02 Reimbursable Expenses and Additional Services. Payments for authorized reimbursable expenses and Additional Services for Architect, as hereinbefore referred to, shall be made following presentation, review and approval of Architect's detailed invoice in a form acceptable to City. 5.03 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account of it prior to receipt of written notice from City of such abandonment or suspension. 5.04 Invoices. Architect's invoices to City shall provide complete information and documentation to substantiate Architect's charges, and shall be in a form to be specified by City. All payments to Architect shall be made on the basis of the invoices submitted by Architect and approved by City. Such invoices shall conform to the schedule of services and costs in connection therewith set out 5 herein. All reimbursable expenses shall be clearly shown. Should additional backup material be requested by City, Architect shall comply promptly with such request. In this regard, should City determine it necessary, Architect shall make all records and books relating to this Agreement 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 Architect and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Agreement or state law. 5.06 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. ARTICLE VI ARCHITECT'S ACCOUNTING RECORDS 6.01 Accounting Records. Records of Architect's consultants and reimbursable expenses pertaining to the Project, and records of accounts between City and Architect shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. ARTICLE VII TERMINATION AND DEFAULT 7.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that City may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of City upon termination of this Agreement, and shall be promptly delivered to City in a reasonably organized form without restriction on future use. Should City subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 6 7.02 Default. Nothing contained in Section 7.01 above shall require City to pay for any work which is unsatisfactory as determined by City or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect when Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE 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 by Architect without modification; however, City may, upon prior consultation, approve of any changes that maybe 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 Agreement shall be administered on behalf of City by its City Manager, and Architect shall fully comply with any and all instructions from City. Any dispute arising hereunder shall be submitted to City, whose decision in the matter shall be final and binding. ARTICLE IX RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 9.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other documents prepared by Architect, his employees, subcontractors, agents and consultants. 9.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or omission of Architect, his officers, agents, associates, employees or subconsultants, in the performance of this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both Architect and 7 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 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily, regardless of whether or not City is proven to have actively induced or contributed to the infringement. Architect will pay any and all resulting costs, damages and attomey's fees finally awarded, provided that: (1) City promptly notifies Architect in writing of the claim; and (2) Architect has sole control of the defense and all related settlement negotiations. (a) If Architect defends City against such claims, the City Attorney of City shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non - infringing; and if neither of the foregoing altematives is available on terms which are reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request of Architect, in which instance City has the sole option to either require Architect to perform new design work at Architect's sole expense, or to terminate this Agreement. (c) Architect has no liability under this section for any claim of infringement based upon the modification or alteration of the designs, plans or specifications prepared under this Contract subsequent to the Project by City, or by any engineering consultant subsequently employed by City. (d) The foregoing states the entire obligation of Architect with respect to infringement of patents and copyrights. 8 9.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this Agreement minimum insurance coverage in the amount of One Million and No /100 Dollars ($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. 9.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 9.04 above, including the required provisions and additional policy conditions as shown below in Section 9.06, unless specifically waived by the City Manager. As an alternative, Architect may include its subconsultants as additional insureds on its own coverages as prescribed under these requirements. Architect's certificate of insurance shall note in such event that the subconsultants are included as additional insureds. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 9.06 Insurance Policy Endorsements. Each insurance policy under paragraph 9.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non - renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives from its insurer. Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. 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. 9 (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. (5) Architect 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. 9.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect shall be bome solely by Architect, 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. Architect, its consultants, agents, employees and subcontractors shall comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 10.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE XI TERM 11.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by City, the term of this Agreement shall be from the date hereof until final completion of the schematic design phase of the Project. 12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in the highest professional manner. ARTICLE XI1 FINANCIAL INTEREST PROHIBITED. CONFIDENTIALITY 12.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, 10 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. Architect's reports, evaluations, designs, drawings, data, and all other documentation and work developed by Architect hereunder shall be kept confidential, and shall not be disclosed to any third parties without the prior written consent and approval of City. ARTICLE XIII GENERAL PROVISIONS 13.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any failure of Architect to complete the services for each phase of this Agreement within the agreed Project Performance Schedule will constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures to use his best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Architect's failure to perfomt in these circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any of City's additional legal rights or remedies. 13.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 13.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the teens of this Agreement. Architect shall not assign, sublet or transfer any interest in this Agreement without prior written authorization of City. 13.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be amended or supplemented by mutual agreement of the parties hereto in writing. 13.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 13.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 11 and to: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, Texas 78644 All notices and correspondence from City to Architect shall be mailed or delivered to the Architect as follows: Bayard M. Spencer III Spencer Godfrey Architects 1106 South Mays, Suite 120 Round Rock, Texas 78664 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement 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 CityCouncil on 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 City Secretary By: Mayor SPENCER GODFREY ARCHITECTS By: THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS 78711-2337 OR 333 GUADALUPE, SUITE 2 -350, AUSTIN, TEXAS 78701 -3942, TELEPHONE (512) 305 -9000, HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS' REGISTRATION LAW, TEXAS CIVIL STATUTES, ARTICLE 249a. 12 m 9 Mp�N pJ EPA 5 r9 O D p�E N QPG p N� N9 O� 2 N� OPENG�S� f�- / QO G� N SENIOR ACTIVITY W E SND ROIX TEXn s - CENTER DATE: August 2, 2002 SUBJECT: City Council Meeting — August 8, 2002 ITEM: 11.G.9. Consider a resolution authorizing the Mayor to execute an Architect's Agreement with Spencer Godfrey Architects for the schematic design phase of the Senior Activity Center. Resource: Sharon Prete, PARD Director Jim Nuse, Chief of Operations /Assistant City Manager Larry Madsen, Construction Manager History: Early in 2001, Requests For Proposals were sent to three local architectural firms. Spencer Godfrey was selected to take the Senior Activity Center Focus Group through a needs assessment process as well as design the building. The Needs Assessment, developed to determine components of facility and costs associated with the construction, was used as a tool in preparation for the General Obligation Bond Election held in November 2001. Funding: Cost: $41,425.00 Source of funds: General Obligation Bonds Outside Resources: N/A Impact /Benefit: The size of the existing center does not meet the programming needs of the senior population and is badly in need of repair. It would not be cost effective to renovate and enlarge the existing center. The new Senior Activity Center will allow staff to develop new, more diverse programming, as well as increase membership and participation. Public Comment: The senior community has been actively involved. In addition to the Focus Group and Design Team, several public meetings have been held to discuss issues, concerns and solicit input. Sponsor: N/A A Design Team, composed of senior citizens and staff, has been formed to move into the Schematic Design Phase. The scope of the design work includes a two - story building with shared underground parking. Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT 0401. Copyright 1917, 1926,1948,1951,1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ©1997 by The American Institute of Architects. Reproduction of the material herein or substantialquotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. 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 COMPENSATI)N oth AGREEMENT made as of the E16./477 ( 0 ) day of the month of f}UGUSr in the year Two Thousand Two an words, indicate day, month and year.) BETWEEN the Architect'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 AIA DOCUMENT B141 - STANDARD FORM AGREEMENT- 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronicallyproduced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. O,wdo,cCO0.0.\gnharen . OIil] IMM1J_W PoYjkg AIA Document B141 - 1997 1997 Edition - Electronic Format Electronic Format 8141 -1997 Page #1 and the Architect: (Name, address and other information) Spencer Godfrey Architects 1106 South Mays, Suite 120 Round Rock, Williamson County, Texas 78664 For the following Project: (Include detailed description ofProject.) Limited scope professional architectural schematic design services related to the following: Senior Activity Center consisting of two (2) stories to be located above a two -level parking garage accommodating approximately 160 vehicles. The parking garage is planned to be built partially underground, and integrated into the topography of the land. The designed structures will be located on the masterplanned Municipal Office Complex site. Exterior architecture of the structure is to be designed utilizing the general architectural elements and style established by the Municipal Office Complex sitemasterplan architect, Page Southerland Page. Architect shall coordinate its work with that of the site masterplan architect to achieve a harmonious integration of the Senior ActivityCenler into the planned fabric of the site. The Owner and Architect 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, if appropriate, proposed use or goals.) SENIOR ACTIVITY CENTER: Ob'ective includes and is limited to schematic design services for thetwo-sto .ace above the referenced parking garage. Civil engineering and landscape architecture are specifically excluded from architect's services and responsibilities. Completion of schematic design services shall yield data to determine project construction budget. Completion of schematic design services shall yield data to perform required analyses to ascertain probable construction costs based upon square footage cost allotments for similar facilities. 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 deli: ned structures will be located on the mast- .tanned Munici. al Office Com lex site. * The location for the masterplanned Municipal Office Complex is proposed to be an approximately 5.85 acre tract of land in a district bounded by the following roadways: Lake Creek, McNeil Road, North Mays (U.S. 81), and Round Rock Avenue in Round Rock, Williamson County Texas. 1.1.23 The Owners Program is: (Identify documentation or state the manner in which the program will be developed.) The project components are: Schematic design phase for referenced Senior Activity Center. 1.1.2.4 The legal parameters are: (IdentJ pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) 2 1.1.2.5 The financial parameters are as follows: 1. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: Total compensation to Architect for limited scope schematic design services as delineated herein is the fixed sum of Forty Thousand Four Hundred Twenty -five and No/100 Dollars ($40,425.00). Architect has stated that this fee to Architect is not to be considered as a percentage amount of the total fee that would be charged for the larger project. Architect has stated that the fee herein has been adjusted down from its customary fifteen percent (15 %) allocation for schematic design, recognizing that charges from consultants will be minimal during the schematic design phase. 1.1.2.6 The time parameters are: (Identifr, if appropriate, milestone dates, durations or fast track scheduling.) *Schematic design phase covered by this Agreement shall be completed within ninety (90) days from execution hereof. After that initial term, this Agreement may be renewed and extended for one successive term of thirty (30) days, only upon the express written agreement of both parties and only if deemed necessary by City. *Other time parameters or adjustments to time parameters are to be determined at a later date by mutual agreement of the narties 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 will be engaged by negotiated contract. 1.1.2.8 Other parameters are: (Identi& special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Unknown at this time. 1.1.3 PROJECT TEAM 1.1.3.1 The Owner's Designated Representative is: (List name, address and other information) Larry Madsen Project Manager 2008 Enterprise Round Rock, Texas 78664 * The Owner's Designated Representative has contractual authority to provide instructions to Architect on behalf of Owner. It is understood and acknowledged that Architect has the right to rely on the accuracy and validity of any instructions authorizations, directives, and information received from Owner's Designated Representative. Architect states that the firm will additionally confer with Parks Department Director Sharon Prete and with representatives of the Senior Citizens Task Force appointed by City on issues related to project design. 1.13.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information.) City Manager 221 East Main Street Round Rock, Texas 78664 1.1.33 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) Not selected at this time. 3 1.1.3.4 The Architect's Designated Representative is: (List name. address and other information) Bayard `Bo" Spencer, III 1106 South Mays, Suite 120 Round Rock, Texas 78664 1.13.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address) * Pickett Kelm and Associates Structural Engineering * Johnson Consuslting Engineers, MEP Engineering * Dickensheets Design Associates, Acoustician * Upon execution of this contract, Architect agrees that it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, delineating their respective tasks. All Architect's consultants shall be subject to the approval of City, and City reserves the right to reject any consultant. 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Con tract for Construction sisall be the edition of AIA Document A201w,,....ta,.,f.L.,.k L..,Cd,;�A�..,...��.,�t o. o., f 11ww.. as modified between Owner and Contractor. Duties, responsibilities and limitations of authority of Architect shall not be restricted modified or extended without written agreement of Owner and Architect with consent of Contractor, which consent shall not be unreasonably withheld. Architect consents to the modifications of AIA Document A201. General Conditions of the Contract for Construction, between Owner and Contractor. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. D.117. Na , ....,, g ,.;.. tLa.,.. .hL.f..,�aG.,...,..,r.,L.,,.�.. Awl:...,[ wd; w .. w.ath L. w; th :.... 1 It is expressly understood and agreed by and between the parties hereto that any alteration in schedule. compensation and Change in Set 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 Architect 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 Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. 1.2.2.2 TL., Own., Ai all tAn . .,d;,.ally ,.vJ„t„ .L., baJ, f;., d... R j.... L.,..lad a .L..l t ..,. ti ow all.,..at,..l 1..,. tL.. C...,.,f 11.,, W.,. Th..Ow.,... .1.“11 .,....ollL..J „f.L. bad a .. .Jl.,..at.d L..d.,J..J L. d... ,,...,all L..J pw.G..,..,f d,. L.,J w;tl,*at 4 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 Owners 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 Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project and are approved by 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 fumish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owners needs and interests. 1.2.2.7 TLS. Ow..... Each party shall provide prompt written notice to the Aid L;t....! other ifth.. Oww,..., either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.2.8 Owner shall furnish. or direct Architect to obtain at Owner's expense, a certified survey of the site giving, as required grades and lines of streets. alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees: and full information as to available service and utility lines, both public and private, and test borings pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included b Architect in the .ecifications for the Proect. 1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (21 copies of the City of Round Rock General and Supplementary Conditions for Building Construction. Instructions to Bidders, Proposal Forms. Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as maybe necessary and practicable for the orderly and expeditious progress of the work and the awarding of the construction con tract. To the extent racticabl these documents shall be utilized in the a aration of the construction documents. 1.2.3 ARCHITECT 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein. in attached and accompanying documents. in supplemental documents. and in related documents. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owners approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which shall may be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for periods of time required for the Owners review, for the performance of the Owners consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 5 1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.23.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. 1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the Owner. Tt. A,..L:t .t Each party shall provide prompt written notice to the Owner other iftL., A..ha.,.,t 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 Architect. 13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a for Contractor's overhead and profit. 13.2 INSTRUMENTS OF SERVICE 5 a,m ,u, „m,g 13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. 13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. All Architect's designs and work product under this Agreement including, but not limited to, Tracings, Drawings, Estimates. Specifications, Investigations, Studies and other documents, 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, Architect hereby conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute). as amended, all common law copyrights and all other intellectual property rights acknowledgedbv law in the Project designs and work product developed under this Agreement. Copies may be retained by Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or anyoneconnected with Architect, including agents. employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. 13.2.2 Upon execution of this Agreement, the Architect grants to the Owner au., permission to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect 6 shall obtain similar ,,.,,....L,,.,. h..,,a.., permission from the Architect's consultants consistent with this Agreement. Any Abreemept .,fth. R ,j,.... shall R • al., lh:a lha-n,... Upon a.,.1, ..,.,,:..a.;.,.,,1h.0...,., „.,a..,,, all ., s;,.ala /Ilk J ,..p,uJL...,,,,,, p..aa.,,,,,,, ,,,,,, If and upon the date the Architect is adjudged in default of this Agreement, tin- f G... ,.,hall b., d.a.....d ,,,:,.al. d.. ,J . lak...J b y a nwLa.17nonexchrsive-ficerrse pemritting 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 seie3y for the purposes of completing, using and maintaining the Project. 13.23 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer anyl:...,,,,., permission granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work b G..,.a. w an., 1 ], Gabpa,a�.apl. 13.2.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. . .a d ,,., to alM 1,1 a u aL ,., l., lL„rl yw a„ r.,,.,[I p, �wra, ur.m a.. wuu ., .p,i g .. Architeef, Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. 13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instrumentsof Service or electronic data, including any special limitations., Hearses not otherwise provided in this Agreement. 13.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 13.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. In addition, Architect 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. 13.2.7 Architect shall have no liabili for than es made to the drawin s b other architects sub s.uent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. 133 CHANCE IN SERVICES 133.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, In lL. aba......,f,,,,,.aal a,..,.,,t ln w, iro th. A,.1,:..., shall .,.,Gf LI,. 0.,,,.,. p.;.,. ti p.,,, aa.i, „- If J,. w,.., J....., that all,,. a pa, t .A'sad, Ch...,- in S...;.., is ,,.,, ,.. th.. O.,,,., shall g ;,. p..,,,.p.....t..., tank,. t., ti.. r1,.,h.,....t, and tin.. A..Id...t aL,ll l..., ,,., .bG — ,,,,J..L.,,. a., C,...pt fn. a di...6, J.,..., fin- fault .. - ... ... - 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 onlv by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. 1.3.3.2 If a,., ail., f 11.,..-h ,.,,,n,t..,..... afl... J.. A,.ldt..t, a.,. fn. 11 . A, dlitx,.t shall l...., t;tI..J t„ 7 rt-chan .L %A m, i „uw vl w,lw, law, u. h..sula„v„, p,.,pa0.J 10 t, a, „..,,e of S.., v ;00, 3 d.,.. „u,., of tl.0 Ow „.. .4 i „ tL..11 j0...L 0L.JL,gTb0..01li ,;t.,Jta,s; y ,,., Gt N l....;, y ,tb.,O ...l,..J,.l...,,b N p,.,..u..u.,.a.. 111, 11.3 , .5 fad lu,. of p.,. faaaaa00 ,,., tL., pmt „f tl Ow„.,. u. 11.0 O w 0,,,,,,.14.„t, d. A. IJlwt ; pa y t , t • 13.4 MEDIATION 5, p g„ ar..6 13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation b , .au.:u.. of Io oIu... y 0i1l . t y . If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation L a.b 1 t;o... 13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between then by mediation vv L;.h,a „lw,ll..,pa. „ally as......, lL... w;,.,, Laddb.. 6, awu, Ja ww: d. d... Cu Rvleserf11.0 A. A.b:„ „,.A ..,.11 6 ...ff t. Request for mediation shall be filed in writing with the other party to this Agreement a,.J w;tL tl.0 A A, b:t.ar.„,. A „u0',.. k,.. Th.. ,.. „ay b., In .. „tly w;d, d.., f.IL. td' a d.. a I'm . L;t.aGu„ L„t, ; , ,a.,L ...at mediation shall proceed in advance of a, bit...:„...,. 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. 1.3.5 ARBITRATION 13.5.2 Cla6 „ > , diapu.w and utl „.all..., ;.. y ,.w.;u.. b..tww,. tl.pa fa, that „ul ..,uL..J Ly „,.d;at,u„ ,l.all b0 Jw;,104 as. L •• .„ a,,..u.Ja „w w,tl. a,., c uhh,,.u..,.u,h th,au.„y 4 13.5.4 Na a.bitmtka, a,;.,;„g vat of „, a.la% kwlvd., L ..„„>.,GJa,:„., u. ju: uh Lh a,h utlw, 0.1,tby w,;,. .. 1,,,tw,,... any „d...p.,.a„...,, .,,,Gty ,..s,,.wu.,y.,„, u. w�.�..,,. ,. uau„m a, p LLs a,. adde „al p.,,,u.. uh .,.hd, ,Call .hu 8 y p ,ub ibatc a..d „ ,uat., vv, tlh au aGJ,„.n.ul pu,„., „i ..,.l.l .dul ,v„ y p ar.ca As tw„...„ t, IaI1L ..,p....:f,..ally.,.,f,waLl.la a0maJm,00 w;d,..pph..al.10 law ;..a., . ,h,La.:sju.;,J;.,t;u.,d,...0uf. 1.3.5.5 b o. Mt. at,..>, L., IIL. ..vYG,.ubl,.l..w III ..,.y 1¢1.116 j. :,..:.,.tL....,,f. 13.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section I -14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 1.3.6.1 The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Paragraph 1.3.8. 13.7 MISCELLANEOUS PROVISIONS 13.7.1 This Agreement shall be governed by th., L...1 of b.,.,:.,.a., .,f .L., P.., .:J..d L. la, � 1.4.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas. 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AMA 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 Architect's services are substantially completed. 13.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction,,..,...,.. ta,. ,fd.,.da..of this A as modified between Owner and Contractor. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third patty against either the Owner or Architect. 13.7.6 Unless otherwise provided in this Agreement, theArchitect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owners promotional materials for the Project. 13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 13.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written 9 consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 13.8 TERMINATION OR SUSPENSION 1.3.8.1 if the Owner fails to make payments to the Architect in a....v.Ja,..., substantial compliance with this Agreement, such failure shall may be considered substantial nonperformance and eau,., f .. 1:., v,, a t d .., A ,v h6 �..., vpuv,r, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of setvices, the Architect shall give seven fifteen (151 days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non - disputed sums due prior to suspension h:..... en 0..,.:....0. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. tally days dr.. AiehileetsiraWbecompe. sme�fm w 11.1, yr au, a. auape„ m w„ n,., ivy..., , ,,,.. 1 A „Jdt... , h a ll b ...,v,,,p.,, a,.J f v, ,u.,. r r ,� .au , a ,a,p,ala,a 1,,..,.,,.. 6, t , .. 6 n... upt :. ,,, a u, uvG., uu ' �f 6 .,..,.:...._ .,J fig, 1 ,..b..Jul.,� �Lall M, .. aJjua.vJ. ma tI, s,wumm oy 6 a; aub.,ta. .., p... V11 I , Inv a v„ my vertu.. yr n,v w, v,..w nvr pa visa .,a 0y n,v n3, "wt.. 1.3.9 PAYMENTS TO THE ARCHITECT W 1011. VI 10 s y P"..6. aprr 1.3.8.7 T......,.4k,,Gp.,,,.,., uadJauutu..u, „p..,��a. f.. I J p .i tly ..u...J ,plu.,a, auvuutf,d,.. :v:pa 1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 13.83 Nothing contained in Section 13.83 immediately above shall require Owner to pay for any work which is unsatisfactory as determined by Owners representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default including the right to bring legal action for damages or to force specific performance of this Agreement. 13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. y . W R j t, uutL ,; J uut Ct w. how l .2 f...,, pat J 1 a........g amyl lava „f All ICA ;,;..a La.L.g ju,;,J ..,;... V,I I.. T1 mat, v .3 �„ v l„� , ataaJ..J f.,.... J .,..ul,..,l,.a , p,.atas., LauJflis a..J J..3;r...y .,f 61anu......,ta., S.... y ,.... ..,. , .6.,.. f fa.,;,,,. al L; Lt aala..,...J..d;,.at..d....,,lu„ I y t., uj.,..l.,.tL....,. ..1 1.3.93 R... ..,.Ja. >a a,., .,..},..,..,.. �N.., aL,;., S l., aCLws.,;., 5. ...;.,..a,a,.J.,fa..,.;,...aYw 1.11, • (List other documents, If any, delineating Architect's scope of services) 1.4.13 Other documents as follows: (List other documents, if any, forming part of the Agreement) 11 VV I n,pl �..l natl./., a[.uatadq 139.4 D;.....t A,.a....a.J C,y,..aa..;a .,.a...aa l. l...,, aala.;..a.,f lL...1...h;t.,,,Ca t..,.a.,,,.,.,1..1.Kan..J.,,1 tlw aaJ d.,. th.. ;....a,.J at.,. y a,.1 4aau,...a. y .6,11tl all L.....J ,..land J 1..1..te, a.... Lib ..l.p„y.a.,l.t ta....a all ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997, as herein amended. "Supplemental Agreement Na 1" supplementing Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document 8141 -1997. 1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows: It is expressly understood and agreed by and between the parties hereto that Architect shall be solely responsible for ensuring that the Project meets all design requirements imposed by the American Disability Act. ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's services as described herein, compensation shall be computed as follows: In accordance with the Fee Schedule attached hereto as Exhibit "C" and incorporated herein for all appropriate purposes. 1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation may be adjusted. Such adjustment shall be calculated as described below tn, :f,w ,,..,ll..,J of adjos is 6. ,is 1.5.2, i„ a„ (Insert basis ofcompensat ion, includingrntes and multiples ofDirect Personnel EcpenreforPrincipais andemployees, and idemifyPrincipals and classify employees, if required. Identify specific services to which particular methods of compensation apply) Hourly. as follows: Principals $ 120.00 Project Architect 85.00 Intern Architect 65.00 CAD Technician 55.00 Clerical 45.00 1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1. 00 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.92, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. However, only for the reimbursable expenses which are delineated below in this subsection 1.5.4, the compensation shall be computed as delineated: (a) Reimbursable charges for electrostatic copying: $ 0.15/8 ''A x 11 sheet: and (b) Reimbursable charges for blueline printing: $0.15 /square foot of paper. All reimbursable charges shall not exceed the total maximum sum of $1,000.00. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00 1 shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable thirty(30) days from the date of the Architect's invoice or not later than the time period required under the Texas Prompt Payment Act. whichever is later. Non - disputed amounts unpaid sixty (60) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon) One and one -half percent (I 'A%) per month (Usury law's and requirements underlhe 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 locution 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.) 1.5.9 If th., .,.,..,,..J b tl.i, ,,o, b...,...,n „ , .d. ,, (),,,00ths .,f d,.. Ja,. h..,.,r,C 1,1, au , ..,.t..,,,ioo , f tl.., A..,Lit...,t's s.., . i,.s b.. u,at ti..,, shall 1.53: 12 This Agreement entered into as of the day and year first written above. 13 ARCHITECT SPENC ODFREY B THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON SUPPLEMENTAL AGREEMENT NO. 1 KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997, for the following Project: Limited scope professional architectural schematic design services related to the following: Senior Activity Center consisting of two (2) stories to be located above a two -level parking garage to be located on the masterplanned Municipal Office Complex site, all as are more specifically identified and described in the accompanying AIA Document B141 -1997. This Supplemental Agreement No. 1 is made and entered into as of the same date of the Agreement it supplements, that being the "dayof fUGU , 200 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 Spencer Godfrey Architects, with offices located at 1106 South Mays, Suite 120, Round Rock, Williamson County, Texas, 78664 (hereinafter referred to as "Architect "). WHEREAS, City intends to gather and analyze data, design, and construct the masterplanned Municipal Office Complex project (hereinafter called the "Project ") at a total budgeted construction cost still to be determined. Architect's services under this Agreement are desired for purposes limited to schematic design services for the two -story space above the two -level parking garage located on the masterplanned Municipal Office Complex site. Civil Engineering and landscape architecture are specifically excluded from Architect's services and responsibilities hereunder. Total compensation for Architect's limited services under this Agreement shall not exceed the following: Forty Thousand Four Hundred Twenty -five and No /100 Dollars ($40,425.00), plus approved reimbursable expenses not to exceed the maximum total sum of One Thousand and No/ 100 Dollars ($1,000.00). O. \wd,\CO"N\gnl' 7000JNMN\.WP j4p WITNESSETH: 1 WHEREAS, as is recited in the Agreement this document supplements, City desires to contract with Architect for limited scope architectural schematic design services in connection with design and construction of a portion of the total Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed to provide such professional services for the compensation delineated previously and herein; NOW, THEREFORE, City and Architect, in consideration of the terms covenants and conditions contained in the Agreement this document supplements and herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services as set forth in this Agreement. 1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions of this Agreement as follows: I. Schematic Design Phase for Senior Activity Center Total stipulated sum of $40,425.00, plus approved reimbursable expenses not to exceed the maximum total sum of $1,000.00. Architect has stated that this stipulated sum is not to be considered as a percentage amount of the total fee that would be charged for the larger Project, and that the stipulated sum herein has been adjusted down from the firm's customary 15% allocation for schematic design due to the firm's recognition that charges from consultants will be minimal during the schematic design phase. All approved reimbursable expenses shall be billed to City at cost, except for the following: (a) Reimbursable charges for electrostatic copying: $0.15/8 %z x 11 sheet; and (b) Reimbursable charges for blueline printing: $0.15 /square foot of paper. For Architect's Additional Services, if any be authorized in advance by City as hereinafter provided, a supplemental fee to be computed as follows: (a) Principal's time at a fixed rate of $120.00 per hour. For purposes of this Contract, the Principals are Bayard M. Spencer I1I and Mike Godfrey. 2 (b) Employees' time shall be paid at the following agreed hourly rates: Project Architect $ 85.00 Intern Architect $ 65.00 CAD Technician $ 55.00 Clerical $ 45.00 Unless subsequently changed by additional Supplemental Agreement, duly authorized by City Council Resolution, Architect's total compensation hereunder shall not exceed $40,425.00, plus the maximum sum of $1,000.00 for approved reimbursable expenses. These amounts represent the absolute limit of City's liability to Architect under this Agreement, unless same shall be changed by additional Supplemental Agreement hereto. The times and further conditions of payment shall be as described in Article V hereof. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. The Architect's Basic Services under this Agreement shall consist generally of the one subphase described below. Architect agrees that upon execution of this Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified in the accompanying AIA Document B141-1997, delineating their respective tasks. All of Architect's consultants shall be subject to the approval of the City, and City reserves the right to reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and acceptable to the City. A Performance Schedule shall be agreed to by Architect and City, and Architect agrees to use its best efforts to complete all services hereunder in accordance with such Performance Schedule. All services shall be performed to the highest professional standard. 2.02 Schematic Design Documents Phase. On the Senior Activity Center portion of the Project, and elsewhere as directed, Architect shall provide standard Schematic Design Phase Services and also the following: Provision of services which yield data to determine project construction budget, and data to perform required analyses to ascertain probable construction costs based upon square footage cost allotments for similar facilities. Exterior architecture of the Senior Activity Center shall be designed utilizing the general architectural elements and style established by the Municipal Office Complex site masterplan architect, Page Southerland Page. Architect shall coordinate its work with that of the site masterplan architect to achieve a harmonious integration of the Senior Activity Center into the planned fabric of the site. 3 2.03 Additional Services. Architect shall perform Additional Services, only as requested by City, after a not -to- exceed amount has been mutually agreed upon in writing by City and Architect. Where City Council authorization is required, Architect 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 Architect's Basic Services. If any of these Additional Services are authorized in writing by City in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) (3) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by the City. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget overruns in the work of Architect, City shall not be liable to compensate Architect for Additional Services or expenses in such connection. Providing other extraordinary professional services over and above the Agreement requirements, where required and requested by City, including extraordinary professional services which might result if the City decides to "fast- track" the Project. ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding requirements for the Project. 3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work. 3.03 Survey. City shall fumish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. ARTICLE IV REIMBURSABLE EXPENSES 4.01 Reimbursable Expenses. Reimbursable expenses include actual expenditures made by Architects, their employees, or their consultants in the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized in advance. 4 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 Drawings and Specifications, excluding copies for Architect's office use and the required number of sets at each phase of the work for City's review. 4.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for the City's use shall be reimbursable. 4.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the Texas Department of Licensing and Regulation for review and approval of design or development documents shall be reimbursable. 4.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the Texas Natural Resource Conservation Commission shall be reimbursable. 4.06 Special Consultants. If the employment of special consultants for specialized design services is authorized by City, fees for other than normally required architectural services and the Basic Services hereinbefore defined shall be reimbursable. ARTICLE V PAYMENTS TO THE ARCHITECT 5.01 Basic Services. Payments on account of Architect's services rendered and reimbursable expenses incurred shall be made monthly upon presentation of Architect's statement of services. 5.02 Reimbursable Expenses and Additional Services. Payments for authorized reimbursable expenses and Additional Services for Architect, as hereinbefore referred to, shall be made following presentation, review and approval of Architect's detailed invoice in a form acceptable to City. 5.03 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account of it prior to receipt of written notice from City of such abandonment or suspension. 5.04 Invoices. Architect's invoices to City shall provide complete information and documentation to substantiate Architect's charges, and shall be in a form to be specified by City. All payments to Architect shall be made on the basis of the invoices submitted by Architect and approved by City. Such invoices shall conform to the schedule of services and costs in connection therewith set out 5 herein. All reimbursable expenses shall be clearly shown. Should additional backup material be requested by City, Architect shall comply promptly with such request. In this regard, should City determine it necessary, Architect shall make all records and books relating to this Agreement 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 Architect and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Agreement or state law. 5.06 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. ARTICLE VI ARCHITECT'S ACCOUNTING RECORDS 6.01 Accounting Records. Records of Architect's consultants and reimbursable expenses pertaining to the Project, and records of accounts between City and Architect shall be kept on a generally recogni zed 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 Agreement, it is agreed and fully understood by Architect that City may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of City upon termination of this Agreement, and shall be promptly delivered to City in a reasonably organized form without restriction on future use. Should City subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 6 7.02 Default. Nothing contained in Section 7.01 above shall require City to pay for any work which is unsatisfactory as determined by City or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect when Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE 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 A20I, "General Conditions ofthe Contract for Construction ", are to be used by Architect without modification; however, City may, upon prior consultation, approve of any changes that may be necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City will be included under the Special Conditions portion of the Construction Documents. 8.02 Contract Administration. This Agreement shall be administered on behalf of City by its City Manager, and Architect shall fully comply with any and all instructions from City. Any dispute arising hereunder shall be submitted to City, whose decision in the matter shall be final and binding. ARTICLE IX RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 9.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other documents prepared by Architect, his employees, subcontractors, agents and consultants. 9.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or omission of Architect, his officers, agents, associates, employees or subconsultants, in the performance of this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both Architect and 7 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 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily, regardless of whether or not City is proven to have actively induced or contributed to the infringement. Architect will pay any and all resulting costs, damages and attorney's fees finally awarded, provided that: (1) City promptly notifies Architect in writing of the claim; and (2) Architect has sole control of the defense and all related settlement negotiations. (a) If Architect defends City against such claims, the City Attorney of City shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non - infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request of Architect, in which instance City has the sole option to either require Architect to perform new design work at Architect's sole expense, or to terminate this Agreement. (c) Architect has no liability under this section for any claim of infringement based upon the modification or alteration of the designs, plans or specifications prepared under this Contract subsequent to the Project by City, or by any engineering consultant subsequently employed by City. (d) The foregoing states the entire obligation of Architect with respect to infringement of patents and copyrights. 8 9.04 Excessive Amount. Architect, at Architect's sole cost, shall purchase and maintain during the term of this Agreement minimum insurance coverage in the amount of Five Hundred Thousand and No /100 Dollars ($500,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. 9.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 9.04 above, including the required provisions and additional policy conditions as shown below in Section 9.06, unless specifically waived by the City Manager. As an alternative, Architect may include its subconsultants as additional insureds on its own coverages as prescribed under these requirements. Architect's certificate of insurance shall note in such event that the subconsultants are included as additional insureds. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 9.06 Insurance Policy Endorsements. Each insurance policy under paragraph 9.04 shall include the following conditions by endorsement to the policy: (1) (3) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non - renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. 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. 9 (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. (5) Architect 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. 9.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect shall be bome solely by Architect, 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. Architect, its consultants, agents, employees and subcontractors shall comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 10.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE XI TERM 11.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by City, the term of this Agreement shall be from the date hereof until final completion of the schematic design phase of the Project. 12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Agreement in the highest professional manner. ARTICLE XII FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY 12.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, 10 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. Architect's reports, evaluations, designs, drawings, data, and all other documentation and work developed by Architect hereunder shall be kept confidential, and shall not be disclosed to any third parties without the prior written consent and approval of City. • ARTICLE XIII GENERAL PROVISIONS 13.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any failure of Architect to complete the services for each phase of this Agreement within the agreed Project Performance Schedule will constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures to use his best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Architect's failure to perform in these circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any of City's additional legal rights or remedies. 13.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 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 Agreement. Architect shall not assign, sublet or transfer any interest in this Agreement without prior written authorization of City. 13.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be amended or supplemented by mutual agreement of the parties hereto in writing. 13.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be govemed 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 Architect shall be mailed or delivered as follows: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 11 All notices and correspondence from City to Architect shall be mailed or delivered to the Architect as follows: IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No. £ -Da - 08 -08- /149 approved by the City Council on f{UGU57 g .20O 2. 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 Secretary and to: Stephan L. Sheets, City Attorney 309 East Main Street Round Rock, Texas 78644 Bayard M. Spencer III Spencer Godfrey Architects 1106 South Mays, Suite 120 Round Rock, Texas 78664 CITY OF ROUND ROCK, TEXAS SPENC GODFREY ARCHITECTS w THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS 78711 -2337 OR 333 GUADALUPE, SUITE 2 -350, AUSTIN, TEXAS 78701 -3942, TELEPHONE (512) 305 -9000, HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS' REGISTRATION LAW, TEXAS CIVIL STATUTES, ARTICLE 249a. 12