R-02-09-12-13C12 - 9/12/2002RESOLUTION NO. R- 02- 09- 12 -13C12
WHEREAS, the City of Round Rock desires to retain professional
architectural services for the final design of landscape and irrigation
for the McConico Building at the Municipal Office Complex, and
WHEREAS, Hall Bargainer, Inc. 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 Agreement
with Hall Bargainer, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Standard Form of Agreement Between Owner and
Architect with Standard Form of Architect's Services with Hall
Bargainer, Inc. for the final design of landscape and irrigation for the
McConico Building at the Municipal Office Complex, 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
::ODHMWORL17O % \O. \WOO % \RRSOLUTI \R20912C.12 /ec
Government Code, as amended.
RESOLVED this 12th day of September, 2002.
CHRISTINE R. MARTINEZ, City Secreta
2
NYL° WELL, Mayor
City of Round Rock, Texas
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architects 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, 01997 by The American Institute of
Architects. Reproduction of the material herein or substantial quotation 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 wads, ingrate day, month and year)
BETWEEN the Architect's client identified as the Owner.
(Name, address and direr infarnation)
City of Round Rock, Texas
221 East Main Street
Round Rock, Williamson and Travis Counties, Texas 78664
AIA DOCUMENT BI41- STANDARD FORM AGREEMENT - 1997 EDTHON- AIA - COPYRIGHT 1997 -THE AMERICAN INSTITUfEOF
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 legal prosecution. Thisdocument was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
0,... W rajgg
AIA Document B141 -1997
1997 Edition - Electronic Format
EXHIBIT
0
Electronic Format B141 -1997
Page in
and the Architect:
(Nome, address and other information)
Hall/Bargainer, Inc.
Planners & Landscape Architects
400 West Main, Suite 220
Round Rock, Texas 78664
For the following Project:
(Include detailed description of Project)
Professional design and architectural landscaping services related to preparation and permitting ofa landscape plan for Phase 1 of
the McConnico Building located in the area of development referred to as the "Municipal Office Complex" in Round Rock,
Williamson County. Texas. It is a requirement of this Agreement that Hall/Bargainer work in effective cooperation with Owner's
lead Architect, its other authorized representatives and consultants, and its masterplan and approved site plans in order to achieve
appropriate and efficient imiplementation of all proiect elements.
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 d spositionforthefollowing 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.')
1.12 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals)
The design and supervision of construction of a landscape planting plan and irrigation plan for Phase 1 of the McConnico
Building to service the needs ofa portion of the Municipal Office Complex site.
1.1.2.2 The physical parameters are:
(!dentify or describe, if appropriate, sire, Location, dimensions, or other pertinent information, such as geotechnical reports abort the site)
1.1.2.3 The Owner's Program is:
( Idemify documentation or state the manner in which the program will be developed.)
Scope of Work includes the following:
Landscaping Planting Plan:
1. Review Site Plan with City to determine basic landscape and steelyard requirements
2. Preparation and submittal to the landscape review section of the Planning and Zoning Department: and submittal to
City for Landscape Permit: submittal shall be one set of reproducibles along with AutoCAD files for record purposes_
3. Architect hereunder shall provide Construction Observation services to insure proper installation.
Irrigation Plan:
I_ Prepare Site Irrigation drawings and details for all of the landscaped areas on the site plans to include layout of heads
valves. piping. pipe sizing, controller locations and notes
2. Prepare Site Irrigation drawings, specifications and details for all of the landscaped areas on the site
3. Architect hereunder shall provide Construction Observation services to insure proper installation.
1.1.2.4 The legal parameters are:
(Identify pertinent legal information, inclading if appropriate, land surveys and legal descriptions and restrictions of the site)
2
1.1.2.5 The financial parameters are as follows.
Architect's total compensation for services under this Agreement shall not exceed the sum of $6,500.00. which sum
shall include all deliverables and reimbursable expenses.
1.1.2.6 The time parameters are:
(1den1inl, if appropriate, milestone dates, durations arias( track scheduling)
Design: Sixty (60) calendar days from date of Notice to Proceed.
Construction: Sixty (60) calendar days thereafter.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Ideng& method such as competitive bid, negotiated contract, or construction management.)
Professional services such as landscape planning will be engaged by negotiated contract,
1.1.2.8 Other parameters are:
(!dent fy 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. P.W. Construction Manager
City of Round Rock Public Works Department
2008 Enterprise Drive
Round Rock. Texas 78664
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 Robert L. Bennett, Jr.. AICP
221 East Main Street
Round Rock Texas 78664
1.133 The Owner's other consultants and contractors are:
(List discipline and, if known. ident& them by name and address.)
Not selected at this time.
1.13.4 The Architect's Designated Representative is:
(List name, address and other information)
Tim A. Bargainer, Vice President
Hall/Bargainer, Inc.
400 West Main, Suite 220
Round Rock Texas 78664
1.135 The consultants retained at the Architect's expense are:
(List discipline and, if known, ident( them by name and address)
3
L1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract
for Construction shall be the edition ofAIA Document A201i...,w,. .,fll...14...,fthis A �, follows. asmodified
between Owner and Contractor. Architect's responsibility to provide services for the construction phase under this Agreement
commences with the award of the contract for construction and terminates at the issuance to Owner of the final certificate for
payment. Duties. responsibilities and limitations of authority of 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 maybe reasonably relied upon by the Owner and Architect in determining
the Architect's compensation. $othpart:..,, L., ,..... og,,:.. tLo.,,,.. hi. ,f,, ,,,miv.,.,..y. ,L.,,,g..a„d, i,. tl,al..�w.L
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Pa,o a 1, 1.33. However, it is expressly agreed and understood by all patties that the total sum of 56,500.00 including
reimbursable expenses shall represent the absolute limit of Owner's liability to Architect. unless same shall be changed by
Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly :ytthorized 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 patties 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.
The Owner shall specifically provide the following:
Processing fees to be paid by Owner relative to Landscaping Permitting requirements.
1.2.2.2 T7... Ow.,w �Ita
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The Owner shall establish and periodically update the budget for the Project. including that portion allocated f_or the Cost of
the Work. Owner's other costs, and reasonable contingencies related to all costs.
1.2.23 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the 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 famish 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 TL..O,., Each party shall provide prompt written notice to the A..■14..,t other iftl O w,,.., either becomes aware
of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
1.2.2.5 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 infomnation as to available service and utility lines, both public and private, and test borings,
and soil bear-in • values and othernecess. lions for determinin• subsoil conditions
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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
Ci of Cedar 'ark General and Suy,lemen : Conditionsfo Building ,nshuctio Instruti to E' Pro ..sal Form
Wage Rates. Contract and Bond Forms Bid Advertisement Form. and such other information and materials as maybe necessary
and practicable for die orderly and expeditious progress of the work and the awarding of the construction con tract To the extent
practicable, these documents shall be utilized in the preparation of the construction documents.
1.23 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.
1.232 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shallbe consistent with the time periods established in Subparagraph 1. 12.6 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 fortheOwnet's review, forthe performance of the Owner's consultants, and for approval of submissions
by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not,
except for reasonable cause, be exceeded by the Architect or Owner.
1.2.33 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.23.4 TheArchitect shall maintain the confidentiality of information specifically designated as confidential by 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.
113.5 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 professionaljudgment with
respect to this Project.
1.23.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.23.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. Tl.. A,J t,...tEach party shall provide prompt written notice to the Owner other if NmcArchitect either
becomes aware of any errors, omissions or inconsistencies in such services or information.
5
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
..a.,,a,aLl.,allvv./ wan. f . d ...:. for Contractor 's overhead and profit. L, a. IJ:.:.,.., a. .,.aaunaLball ' so, .... :M,�Lall
beincluded- formarkd ...,,.J:e....., a. d..,1;,..., .,f L:J.S.. a., f . J .a.,6 .,a
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.
1.3.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project.
All 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 used
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
anyone connected with Architect including agents, employees, consultants or subcontractors. All documents so lostordamaged
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 at,.,,...,., 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
shall obtain similar ,..,.,..A , pemtission from the Architect's consultants consistent with this Agreement Any
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all If If and upon the date the Architect is adjudged
in default of this Agreement, ,., L a a.,,.,..J,
permitting the Owner is permitted to authorize other similarly aedentialed design professionals to reproduce and, where
permitted by law, to make changes, corrections or additions to the Instruments of Service solely for the purposes of completing,
using and maintaining the Project.
13.23
tindertbisAgredmM: The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any ljcense permission
granted herein to another party without the prior written agreanent of the Architect. However, the Owner shall be pemtitted
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 by 1: .,..,,a.,
Sab 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
6
6
Any unauthorized use of the Instruments of Service shall be at the Owners 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 goveming the format of such Instruments of Service or electronic
data, including any special limitations ornccnses not otherwise provided in this Agreement.
13.2.5 All .lens and drawings 11 be r and submitted b Architect to Owner for • u•roval on aminimum 24 -inch b
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.
13.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion
of the Project. Anv such change shall be sealed by the architect making that change and shall beapproptiately marked to reflect
what was changed or modified.
133 CHANGE IN SERVICES
133.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, i
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agreed and understood by all parties that the total sum of 56 500.00 including reimbursableexuenses shall represent the absolute
knit ofOwner's liability to Architect, unless same shall be changed by Supplemental Agreenenthereto. Any such Supplemental
Agreement to this contract must be duly authorized by City Council resolution.
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13.4 MEDIATION
13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation
If such matter relates
to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law
to comply with the ben notice or filing deadlines prior to resolution of the matter by mediationv, b o.66,o.;u,,.
1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation eol■ul., .. l.... 11.., v a, l :.., ,r,vt..al l s ,., uJ..., W L.. L, ......u. d ...... with JP, C.,.,......., ;,,,, L,duah M..d:at;u,r
R.. k..e fthe-An,...k... A, L■,, at :,,,, .,a,,.,ntl 6.,,ff t. Request for mediation shall be filed in writing with the other
party to this Agreement
13.5 ARBITRATION
v a., y iv tl.:a Ag.
mediation shall proceed in advance of ..L;n..t;u„ .,, 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.
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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
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 Agreementshall begovemedby th
i.. Pa,o g,apI, 1. 4.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
8
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition ofAlA Document A201, General Conditions
of the Contract for Construction, as modified between Owner and Contractor.
13.7.3 Causes of action between the parties to this Agreementpertaining 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 ads
or failures to ad 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, w,...,. ta.s., fth .,dal.,.,fth:.A modified between Owner and Con tractor. The Owner
or the Architect, as appropriate, shall require ofthe contractors, consultants, agents and employeesofany of them similar waivers
in favor of the other parties enumerated herein_
1.3.75 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.
1.3.7.6 Unless otherwise provided in this Agreement, the Architect 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 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 rem csentatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the
Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
13.8 TERMINATION OR SUSPENSION
13.8.1 If the (Tuner fails to make payments to the Architect in accordance substantial compliance with this Agreement, such
failure shall gu<y be considered substantial nonperformance and ,,mrs., u., at 1h.. A..l,:l..... 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 sevcn fifteen (IS) 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 ,,.,d a„ y
w.p.. ,.,wu.,.u,..III t.. /up t:.„, a... 1, w..... yl:.. ,..,flh..A,..l.:lwl,�..,.:.,w. The Architect's fees for the remaining services
and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total
sum of 86,500.00 including reimbursable expenses shall represent the absolute limit of Owner's liability to Architect. unless
same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly
authorized by City Council resolution.
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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 (IS) 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 unon 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.
13.83Nothing contained in Section 1.3.8.2 immediately aboveshall requireOwner 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 performance 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
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.
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contributions,
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between the
Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both 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, ALA
Document B141 -1997, as herein amended.
•
(List other documents, if any, delineating Architect's scope of services)
1.4.1.3 Other documents as follows:
(List other documents, if ay, forming part of the Agreement)
* "Supplemental Agreement No. 1" supplementing Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services, AIA Document B141 -1997.
1.4.2 Special Terms and Conditions - Special terms and conditions that modify this Agreement are as follows:
ARTICLE 15 COMPENSATION
1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows:
Architect's total compensation for services under this Agreement shall not exceed the sum of $6,500.00. which sum shall include
all deliverables and reimbursable expenses.
13.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be
adjusted. Such adjustment shall be calculated asdescribed below v., T .. �,.... tl,.. J., faJj,. a6.. w. 1:a:.,J:..oL.i;,.a.;.,13,agaplr
1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one ( 1.00 )
times the amounts billed to the Architect for such services.
15.4 For Reimbursable Expenses as described in Subparagraph 13.9.2, and any other items included in Paragraph 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by the
Architect, and the Architect's employees and consultants.
15.5 Other Reimbursable Expenses, if any, are as follows: None
11
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1.5.7 An initial payment of Zero and No/100 Dollars ($ 0.00 ) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. 1, y a y ...ent. 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 (1 4 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar stale and local cronsumer credit laws and other regulations
at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision.
Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers)
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17572.
This Agreement entered into as of the day and year first written above.
OWNER ARCHITECT
CITY OF ROUND ROCK, TEXAS HALL/BARGAINER, INC.
By: By:
Nyle Maxwell, Mayor Tim A. Bargainer, Vice President
ATTEST:
Christine R Martinez, City Secrehay
12
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
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:
Professional design and architectural landscaping services related to preparation and
permitting of a landscape plan for Phase I of the McConnico Building located in the
area of development referred to as the "Municipal Office Complex" in Round Rock,
Williamson County, Texas. It is a requirement of this Agreement that Hall /Bargainer
work in effective cooperation with Owner's lead Architect, its other authorized
representatives and consultants, and its masterplan and approved site plans in order
to achieve appropriate and efficient imiplementation of all project elements;
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 day of
, 2002, and is by and between the same parties, those being the CITY OF
ROUND ROCK, a home rile municipal corporation of Williamson County, Texas (hereinafter
referred to as "City" and/or "Owner") and HALL/BARGAINER, INC., with offices located at 400
West Main, Suite 220, Round Rock, Williamson County, Texas, 78664 (hereinafter referred to as
"Architect ").
WHEREAS, City intends to design and construct landscaping elements relating to Phase I
of the McConnico Building of the MOC Complex Project (hereinafter referred to as the "Project ")
described in the accompanying AIA Document B141 -1997. Architect's services are desired under
this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for
Architect's services under this Supplemental Agreement No. 1 are as recited therein.
WHEREAS, City desires to contract with Architect for provision of the therein- described
services in connection with design and construction administration of the Project, all as previously
and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and
....... ...moccu.sn000m Lyn w,4
WITNESSETH:
WHEREAS, Architect has agreed to provide such professional services for the compensation
delineated therein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the accompanying AJA Document B141 -1997, which this document
supplements, and the terms, covenants, and conditions contained herein, do hereby contract as
follows:
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in the referenced
documents.
1.02 Compensation. City shall compensate Architect for the following Scope of Work services:
LandscapingPlanting Plan:
1. Review Site Plan with City to determine basic landscape and streetyard requirements;
2. Preparation and submittal to the landscape review section of the Planning and Zoning
Department; and submittal to City for Landscape Permit; submittal shall be one set of
reproducibles along with AutoCAD files for record purposes.
3. Architect hereunder shall provide Construction Observation services to insure proper
installation.
Irrigation Plan:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1. Prepare Site Irrigation drawings and details for all of the landscaped areas on the site
plans to include layout of heads, valves, piping, pipe sizing, controller locations and notes;
2. Prepare Site Irrigation drawings, specifications and details for all of the landscaped areas
on the site;
3. Architect hereunder shall provide Construction Observation services to insure proper
installation.
TOTAL SERVICES FOR ABOVE $6,500.00
Unless subsequently changed by additional Supplemental Agreement to this Contract, duly
authorized by City Council Resolution, Architect's total compensation hereunder shall not
exceed $6,500.00 including any Reimbursable Expenses. This amount represents the absolute
limit of City's liability to Architect hereunder unless same shall be changed by additional
Supplemental Agreement hereto.
2
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. The Architect's Basic Services consist generally of the services described
below, and include such other services as may be necessary to assist the City in the design and
construction of the Project, within the limits the City has budgeted or will budget therefor, and
in compliance with the Project Facility Program, which is hereby made a part of this Agreement
for all purposes. Architect agrees that upon execution of this Agreement, it will submit to City
within ten (10) days a list of all additional consultants it intends to utilize, not previously
identified, delineating their respective tasks. All of Architect's consultants shall be subject to
the approval of the City through its Director of Public Works, and City reserves the right to
reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and
acceptable to the City, represented by its Director of Public Works or his designee, hereinafter
referred to as "Director." A Performance Schedule shall be agreed to by Architect and Director,
and Architect agrees to use its best efforts to complete all services hereunder in accordance with
such Performance Schedule. All services shall be performed to the highest professional standard.
Architect shall provide, during performance of its services, adequate and competent on -site
observation, periodically visiting the site to the extent necessary to personally familiarize itself
with the progress and quality of the work, and to determine if the work is proceeding in
accordance with the Contract Documents. Architect's site observations may be conducted with
Owner's designated representative to check conformance of the work with the requirements of
the Contract Documents and to verify accuracy and completeness of the list submitted by
Contractor of work to be completed or corrected. Field Reports of each visit shall be prepared
by Architect and submitted to City. Architect shall employ all reasonable measures to safeguard
City against defects and deficiencies in Contractor's work. Architect shall not be responsible for
construction means, methods, techniques, sequences of procedures, nor for safety precautions
and programs employed in connection with the work. However, Architect shall immediately
inform Director when defects and deficiencies are observed, or when any observed actions or
omissions are undertaken by Contractor which are not in the best interests of City on the Project.
Based on such observations at the site and on the Contractor's Application and Certificate for
Payment, Architect shall determine the amount owing to the Contractor and shall certify and
forward the Contractor's Application and Certificate for Payment to the Director for approval
and payment. These certifications shall constitute a representation by Architect to City, based
on observations at the site and other data comprising the application for payment, that the work
has progressed to the point indicated; that to the best of Architect's knowledge, information and
belief, the quality of the work is in accordance with the Contract Documents (subject to an
evaluation of the work as a functioning whole upon substantial completion, to the results of any
subsequent tests required by the Contract Documents, to minor deviations from the Contract
Documents correctable prior to Project completion, and to any specific qualifications stated in
the Certificate); and that the Contractor is entitled to payment in the amount certified.
3
Architect shall recommend to City rejection of work which does not conform to the Contract
Documents. Architect shall make recommendations on all claims and disputes of City or
Contractor relating to execution and progress of work or interpretation of Contract Documents,
based upon such review and analysis by Architect as is reasonably required. In the event of
litigation, where Architect is named as an additional party with City, such assistance will include
the availability of knowledgeable witnesses in the employ of Architect for expert testimony.
Architect shall conduct a professional observation to determine the dates of substantial
completion and final completion, shall receive written guarantees and related documents
assembled by the Contractor for submittal with the final Certificate of Payment, and shall
prepare and present a final Certificate for Payment to Director for City's approval and payment.
Architect shall have authority to order minor changes in the work, consistent with the Contract
Documents, and not involving an adjustment in the Contractor's price or an extension of the
Project Schedule. Such changes shall be accomplished by Field Order. In addition, Architect
may issue written Field Orders which interpret the Plans and Specifications, with copies
submitted to City's Director.
2.02 Schematic Design and Design Development Phases. Architect shall provide the
following design development phase services:
(1) Architect shall prepare Design Development Documents based upon the approved
Schematic Design Documents to include adequate Specifications for elements of the Project
for consideration and approval by the Director. Five (5) copies each of said documents will
be submitted for distribution, each consisting of drawings and other documents to fix and
describe the size, cross sections and character of the Project as to architectural, structural,
mechanical and electrical systems, materials, and such other essentials as maybe necessary
and appropriate. The Design Development Phase shall be completed within the agreed
Performance Schedule.
(2) Architect shall submit to City a Revised Statement of Probable Construction Cost in
a form acceptable to the Director. Any variance in the estimated construction costs that will
adversely affect the established Project Budget will be submitted to the Director with
appropriate comments and recommendations prior to beginning the Construction
Documents Phase.
(3) After approval of the Design Development Documents by the Director, Architect will
submit a Statement, in triplicate, for services rendered.
2.03 Construction Documents Phase. Architect shall provide the following construction
documents phase services:
(1) Architect shall prepare from the approved Design Development Documents, for
4
consideration of and approval by the Director, Construction Documents, which documents
shall set forth in detail the requirements of the Project, including the necessary bidding
information. Architect shall assist City in preparation of the Bidding Forms, shall utilize
without modification City's standard General and Supplementary General Conditions, and
shall draft all Special Conditions of the Contract. City's standard form of Contract between
City and the Contractor shall also be utilized without modification, along with City's form
of Bid Bond, Performance Bond and Payment Bond.
(2) Architect shall furnish City in writing a revised Statement of Probable Construction
Cost, indicating cost changes resulting from changes in Project requirements or general
market conditions, in a form acceptable to the Director.
(3) Architect shall file five (5) complete sets of proposed Construction Documents with
the Director for review and official approval prior to the advertisement of bids for the
construction of the MOC Complex Project, and within the agreed Performance Schedule
following approval of the Design Development Documents. Following approval, Architect
shall prepare and have on hand additional sets as needed for bidding purposes. Architect
shall also file with the Director at said time, the following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This tracing
shall be returned to Architect to print contract documents when the signatures of City
officials have been properly affixed).
(b) Two (2) copies of Statement of Probable Construction Cost in a form acceptable to
City.
(c) Four (4) unbound copies of the approved Project Construction Manual for subsequent
binding with signed construction contracts. The Project Construction Manual shall include
General and Supplementary General Conditions; Specifications and Special Provisions;
Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid Bond, Contract,
Performance and Payment Bond Forms; approved Wage Rates; Federal regulations if
applicable to the Project; and other required documents for construction of the Project.
(4) After approval of the Construction Documents by the Director, Architect will submit
a Statement, in triplicate, for services rendered.
2.04 Bidding Phase. Architect shall provide the following bidding phase services:
(1) Following City's approval of the Construction Documents and of the latest Statement
of Probable Construction Cost, Architect shall assist City in awarding a construction
contract following legal public bid requirements. During the bid process, Architect shall
assist City as follows:
5
(a) Issue and control of documents for bidding.
(b) Jointly conducting pre -bid conferences, including on -site visits as required, to assure
that bidders understand the Construction Documents, the various on -site conditions, and the
coordination and scheduling requirements.
(c) Preparation of required addenda to Contract Documents.
(d) Tabulation and evaluation of bids received.
(e) Jointly conducting pre -award conferences where necessary.
(2) Architect's assistance to City shall include submitting written reviews and
recommendations for awards based upon the acceptability of bids; and, if required by City,
more detailed analyses of specific bids. Reviews shall also consider the responsiveness of
bids and their conformity with Bid Documents.
(3) Upon award of the Construction Contract, Architect will submit a Statement, in
triplicate, for services rendered.
2.05 Construction Phase - Administration of the Construction Contract(s). Architect shall
provide the following construction phase - administration of the construction contract(s)
services:
(1) The Construction Phase will commence with the award of the Construction Contract
and will terminate following the final one -year warranty inspection of the completed
Project, correction of all defects in materials and workmanship, and resolution of all Project -
related claims and disputes. During the Construction Phase, Architect shall provide the
following services:
(2) Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General Conditions.
Architect's assigned authority thereunder will not be substantially modified without
Architect's written consent.
(3) Architect, as a representative of City, shall advise and consult with the Director and
will keep City informed in writing through him of the progress of the Project, including
percent complete on a monthly basis, during the Construction Phase; and after issuance of
the "work order" to proceed with the work, all of City's instructions to its Contractors will
be issued through Architect. Architect will have authority to act on behalf of Owner only
to the extent provided in this Agreement unless otherwise properly modified by written
amendment.
6
(4) Architect shall provide, during construction, adequate and competent on -site
construction observation, periodically visiting the site to the extent necessary to personally
familiarize itself with the progress and quality of the work, and to determine if the work is
proceeding in accordance with the Contract Documents. Architect's site observations may
be conducted with Owner's designated representative to check conformance of the work
with the requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Contractor of work to be completed or corrected.
Field Reports of each visit shall be prepared by Architect and submitted to City. Architect
shall employ all reasonable measures to safeguard City against defects and deficiencies in
the work of the Contractor. Architect shall not be responsible for the construction means,
methods, techniques, sequences of procedures, nor for the safety precautions and programs
employed in connection with the work. However, Architect will immediately inform the
Director whenever defects and deficiencies in the work are observed, or when any observed
actions or omissions are undertaken by the Contractor which are not in the best interests of
City and the Project.
(5) Based on such observations at the site and on the Contractor's Application and
Certificate for Payment, Architect shall determine, monthly, the amount owing to the
Contractor and shall certify and forward the Contractor's Application and Certificate for
Payment to the Director for approval and payment. These certifications shall constitute a
representation by Architect to City, based on observations at the site and other data
comprising the application for payment, that the work has progressed to the point indicated;
that to the best of Architect's knowledge, information and belief, the quality of the work is
in accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate); and that the Contractor is entitled to payment in the amount certified.
(6) Architect shall recommend to City rejection of work which does not conform to the
Contract Documents. Architect shall make recommendations on all claims and disputes of
City or the Contractor relating to execution and progress of the work or interpretation of the
Contract Documents, based upon such review and analysis by Architect as is reasonably
required. In the event of litigation, where Architect is named as an additional party with
City, such assistance will include the availability of knowledgeable witnesses in the employ
of Architect for expert testimony.
(7) Architect shall use its best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
conformance only with the design concept of the Project and with the information given in
the Contract Documents. Architect shall establish and implement precise procedures, to be
approved by City's Director, for expediting the processing and approval of these
7
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
(8) Architect shall prepare Change Orders to the construction contract, in six (6) copies,
after review and approval by City. Each Change Order shall be specific and final as to prices
and extensions of time, with no reservations or other provisions allowing for future
additional money or time as a result of the particular changes identified and fully
compensated in the Change Order. Architect's compensation for preparation of Change
Orders, if any, shall be determined by Section 2.07(1) below.
(9) Architect shall conduct a professional observation to determine the dates of substantial
completion and final completion, shall receive written guarantees and related documents
assembled by the Contractor for submittal with the final Certificate of Payment, and shall
prepare and present a final Certificate for Payment to Director for City's approval and
payment. In addition, Architect shall make a professional observation of the Project at least
thirty (30) days before the expiration of the one (I) year wan contained in the
Contractor's Performance Bond.
(10) Architect shall conduct regularly scheduled progress meetings with City, the
Contractor and major Subcontractors. Minutes of same shall be prepared by Architect with
copies submitted to City's Director.
(I1) Architect shall have authority to order minor changes in the construction work,
consistent with the Contract Documents, and not involving an adjustment in the
Contractor's bid price or an extension of the Project Schedule. Such changes shall be
accomplished by Field Order. In addition, Architect may issue written Field Orders which
interpret the Plans and Specifications, with copies submitted to City's Director.
(12) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and final
location ofinechanical and electrical service lines and outlets, based upon marked -up prints
of drawings and other data furnished by the Contractor to Architect. Architect shall provide
Record Construction Specifications which will identify the changes in the specifications on
a sheet, which sheet will be inserted at the beginning of each section to which they pertain.
(13) Upon satisfactory completion of Record Construction Documents, Architect will
submit a Statement, in triplicate, for services rendered for the unpaid balance.
2.06 Project Representation Beyond Basic Services. In the event that circumstances should
develop whereby continuous, full -time representation at the Project site is required, the
conditions under which such representation shall be furnished and the Project Representatives
selected, employed and directed shall be govemed by an additional written Supplemental
Agreement between City and Architect.
8
2.07 Additional Services. Architect shall perform Additional Services, as requested by City,
after a not -to- exceed amount has been mutually agreed upon in writing by the Director 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 the Director in advance of their
performance, they shall be paid for in the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and/or revising previously approved
plans when the changes in approved Plans and Specifications are required by the City,
unforeseen circumstances due to hidden or unknown conditions, or codes/ordinances or
other legal requirements which may come into effect during the course of the Project. If
changes are required to be made because of error, oversight, clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing other extraordinary professional services over and above the Contract
Documents 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 Project requirements.
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.
3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
9
ARTICLE IV
PAYMENTS TO THE ARCHITECT
4.01 Basic Services. Payments hereunder shall not to exceed the following:
Basic Services $ 6,500.00
4.02 Deductions. No deductions shall be made from Architect's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Contractors.
4.03 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect during any phase or .
subphase is abandoned or suspended, in whole or in part, Architect is to be paid for the services
performed on account of it prior to receipt of written notice from City through its Director of
such abandonment or suspension.
4.05 Invoices. Architect's invoices to City shall provide complete information and
documentation to substantiate Architect's charges, and shall be in a form to be specified by
Director. All payments to Architect shall be made on the basis of the invoices submitted by
Architect and approved by the Director. Such invoices shall conform to the schedule of services
and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should
additional backup material be requested by the Director, Architect shall comply promptly with
such request. In this regard, should the Director determine it necessary, Architect shall make all
records and books relating to this Agreement available to City for inspection and auditing
purposes.
4.06 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 Contract or state law.
4.07 Offsets. City may, at its option, offset any amounts due and payable under this Contract
against any debt (including taxes) lawfully due to City from Architect, regardless of whether the
amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether
or not the debt due to City has been reduced to judgment by a court.
l0
ARTICLE V
ARCHITECT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Architect, shall be kept on
a generally recognized accounting basis and shall be available to City or its authorized
representatives at mutually convenient times.
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that the Director may cancel or indefinitely suspend further work
hereunder or terminate this Contract either for cause or for the convenience of City, upon fifteen
(15) days' written notice to 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 Contract, and shall be promptly delivered to City in a reasonably organized
form without restriction on future use. Should City subsequently contract with a new architect
for continuation of services on the Project, Architect shall cooperate in providing information.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work
which is unsatisfactory as determined by the Director or which is not submitted in compliance
with the terms of this Agreement. City shall not be required to make any payments to Architect
when Architect is in default under this Agreement, nor shall this Article constitute a waiver of
any right, at law and at equity, which City may have if Architect is in default, including the right
to bring legal action for damages or to force specific performance of this Agreement.
ARTICLE VII
GENERAL. SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
7.01 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.
11
7.02 Contract Administration. This Agreement shall be administered on behalf of City by its
Director of Public Works, and Architect shall fully comply with any and all instructions from
the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision
in the matter shall be final and binding.
ARTICLE VIII
RESPONSIBI FOR WORK INDEMNIFICATION AND INSURANCE
8.01 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.
8.02 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 hann 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
negligenceofboth Architect and City, responsibility and indemnity, if any, shall be apportioned
comparatively in accordance with the laws of the State of Texas, without, however, waiving any
governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the
parties hereto and not intended to create or grant any rights, contractual or otherwise, to any
other person or entity.
8.03 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 Contract infringe a U.S. patent or copyright directly, indirectly or contributorily.
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.
12
(a) If Architect defends City against such claims, City Attorney 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 hereunder for any claim of infringement based on
modification or alteration of designs, plans or specifications prepared 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.
(3) The indemnification and defense provisions as set forth in this Section 8.03 shall not
apply to products or materials which City has required that Architect include in any of the
Designs, Plans and Specifications, or which are substituted by Contractor or any of his
subcontractors during the Construction Phase of the Contract.
8.04 Insurance. Architect, at Architect's sole cost, shall have and maintain during the term of
this Agreement professional liability insurance coverage in the minimum amount of Five
Hundred Thousand Dollars from a company authorized to do insurance business in Texas and
otherwise acceptable to City.
8.05 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 8.04 above, including the required provisions
and additional policy conditions as shown below in Section 8.06. 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
13
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.
8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 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:
Robert L. Bennett, Jr., AICP
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.
(3) Terms "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees and
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any 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.
8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Architect shall be borne solely by Architect, with certificates of insurance evidencing such
minimum coverage in force to be filed with the City. Such Certificates of Insurance are
evidenced as Exhibit "A" entitled "Certificates of Insurance."
ARTICLE IX
COMPLIANCE WITH LAWS. CHARTER AND ORDINANCES. ETC.
9.01 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
14
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.
9.02 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.
10.02 Pro ject Performance Schedule.
ARTICLE X
TERM
10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or
extended by mutual agreement approved by City's Director, the term of this Agreement shall be
from the date hereof until final completion of the Project and all architectural /engineering and
construction administration services in connection therewith, including the final one (1) year
warranty inspection, and resolution of any outstanding Project - related claims or disputes.
(1) Time of completion of the services referenced herein shall be as follows:
Design: Sixty (60) calendar days from Notice to Proceed;
Construction: Sixty (60) calendar days thereafter.
(2) 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 Contract in the highest
professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED. CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its
officers, employees, agents, consultants and subcontractors will have no financial interest, direct
or indirect, in the purchase or sale of any product, materials or equipment that will be
recommended or required for the construction of the Project.
11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall
not be disclosed to any third parties without the prior written consent and approval of City's
Director.
15
ARTICLE XII
GENERAL PROVISIONS
12.01 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.
12.02 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.
12.03 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.
12.04 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.
12.05 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.
12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered
as follows:
Robert L. Bennett, Jr., AICP
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
16
Tim A. Bargainer
Vice President
Hall/Bargainer, Inc.
400 West Main, Suite 220
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 City Council on
, and Page Southerland Page, 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
Agreement.
CITY OF ROUND ROCK
By:
Nyle Maxwell, Mayor
ATTEST:
Christine R. Martinez, City Secretary
HALL/BARGAINER, INC.
By:
Tim A. Bargainer, Vice President
17
Senior Activity Center &
Parking
Surface Parking
tP
McConico Building
A
Municipal Office Campus
ROUND ROCK, TEXAS ,T
SAGAAPHIS000NCLL AGENDA IIEMSNENOMFAAdGVACCONIOO EUQDWO1MCCONICO BOLLDBIGIAPA WR0 S-2OO2
DATE: September 6, 2002
SUBJECT: City Council Meeting — September 12, 2002
ITEM: * 13.C.12. Consider a resolution authorizing the Mayor to execute an
Architect's Agreement with Hall Bargainer, Inc. for the final design
of landscape and irrigation for the McConico Building at the
Municipal Office Complex.
Resource: Jim Nuse, Chief of Operations /Assistant City Manager
Sharon Prete, Parks and Recreation Director
Larry Madsen, Construction Manager
History: Hall Bargainer, Inc. designed the hardscape (sidewalk & parking) plans for the
McConico Building and the preliminary landscape plans. City staff recommends this
firm to complete the design and work with City planning on final approval. They
will also provide construction observation for this phase of work.
Funding:
Cost: $6,500.00
Source of funds: 2000 CO's
Outside Resources: N/A
Impact/Benefit: Provide complete irrigation and landscape plans for construction.
Public Comment: N/A
Sponsor: N/A
• 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, 01997 by The American Institute of
Architects. Reproduction oldie material herein or substantial quotation 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 TWE WE ( ) day of the month of 5t5 P7 I7' L E2 in the year Two Thousand
Two.
(In words, indicate day, month and year)
BETWEEN the Architect's client identified as the Owner.
(Name, address and other Information)
City of Round Rock, Texas
221 East Main Street
Round Rock, Williamson and Travis Counties, Texas 78664
• e- Oa -(99-ia - J3cI'
W: :ODSIA. WORLDOX 0:w aOx/ CORA 'GNLsIOCCONSr.YN101
AIA Document B141 -1997
1997 Edition - Electronic Format
AIA DOCUMENT B I41 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 legal prosecution. Thisdocument was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format B141 - 1997
Page 61
•
•
•
and the Architect:
(Nome. address and other infatuation)
Hall /Bargainer, Inc.
Planners & Landscape Architects
400 West Main, Suite 220
Round Rock Texas 78664
For the following Project:
(Include detailed description of Project)
Professional design and architectural landscaping services related to preparation and permitting of a landscape plan for Phase I of
the McConnico Building located in the area of development referred to as the "Municipal Office Complex" in Round Rock,
Williamson County. Texas. It is a requirement of this Agreement that Hall /Bargainer work in effective cooperation with Owner's
lead Architect, its other authorized representatives and consultants, and its masterplan and approved site plans in order to achieve
appropriate and efficient imiplementation of all project elements.
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 ar 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)
The design and supervision of construction of a landscape planting plan and irrigation plan for Phase I of the McConnico
Building to service the needs of a portion of the Municipal Office Complex site.
1.1.2.2 The physical parameters are:
(Identify or describe, if appropriate, size, location, dimensions, ar other pertinent information. such as geotechnical reports about the site)
1.1.2.3 The Owner's Program is:
(Identin documentation or state the manner in which the program will be developed.)
Scope of Work includes the following:
Landscaping Planting Plan:
I. Review Site Plan with City to determine basic landscape and streetvard requirements;
2. Preparation and submittal to the landscape review section of the Planning and Zoning Department; and submittal to
City for Landscape Permit; submittal shall be one set of reproducibles along with AuIoCAD files for record purposes.
3. Architect hereunder shall provide Construction Observation services to insure proper installation.
2
Irrigation Plan:
I. Prepare Site Irrigation drawings and details for all of the landscaped areas on the site plans to include layout of heads
valves, piping, pipe sizing. controller locations and notes;
2. Prepare Site Irrigation drawings, specifications and details for all of the landscaped areas on the site:
3. Architect hereunder shall provide Construction Observation services to insure proper installation.
1.1.2.4 The legal parameters are:
(Identify pertinent legal information, including, if appropriate. land surveys and legal descriptions and restrictions of the site)
•
•
•
1.1.2.5 The financial parameters are as follows.
Architect's total compensation for services under this Agreement shall not exceed the sum of $6,500.00 which sum
shall include all deliverables and reimbursable expenses.
1.1.2.6 The time parameters are:
(Ident fy. if appropriate. milestone dates. durations or fast track scheduling)
Design: Sixty (60) calendar days from date of Notice to Proceed.
Construction: Sixty (60) calendar days thereafter.
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 such as landscape planning will be engaged by negotiated contract,
1.1.2.8 Other parameters are:
(Identify special characteristics or needs of the Project. such as energy, environmental or historic preservation requirements)
Unknown at this time,
1.1.3 PROJECT TEAM
1.13.1 The Owner's Designated Representative is:
(List name, address and other information.)
Larry Madsen, P.W. Construction Manager
City of Round Rock Public Works Department
2008 Enterprise Drive
Round Rock Texas 78664
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 Robert L. Bennett, Jr., AICP
221 East Main Street
Round Rock, Texas 78664
1.133 The Owner's other consultants and contractors are:
(List discipline and, if known, identify them by name and address)
Not selected at this time.
1.13.4 The Architect's Designated Representative is:
(List name, address and other information)
Tim A. Bargainer, Vice President
Hall /Bargainer, Inc.
400 West Main, Suite 220
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)
3
•
•
•
1.1.4 Other important initial infonnation is:
1.1.5 When the services under[ his Agreement include contract administration services, the General Conditions of the Con tract
for Construction shall he the edition of AIA Document A20 ufth,Jut...,ftl.h A Mt.,. as modified
between Owner and Contractor. Architect's responsibility to provide services for the construction phase under this Agreement
commences with the award of the contract for construction and terminates at the issuance to Owner of the final certificate for
payment. Duties, responsibilities and limitations of authority of 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 ALA 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.
ttJCI ns ..it1
Pat.,st,lt 13.3. However it is expressly agreed and understood by all parties that the total sum of $6,500.00 including
reimbursable ex t -nses shall r t resent the absolute limit of Owner's liability to Architect unless same shall be chan ed b
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.
The Owner shall specifically provide the following:
Processing fees to be paid by Owner relative to Landscaping Permitting requirements.
1.2.2.2
W.,.k. Th.. A.1l �..,t �i L.�.....�...,. J.....,.,�..11 ......III 1 . 3 w-. th, Gt. of tit,
tl. . ll L Js t v. P ,t t of fit, b Js t, witltvut .t the
u...,t� "yo..JLis .,Lut.s. a. d .., P t j.... aa..t J y..,'
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 Owner's Designated Representative identified in Paragraph 1.13 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or the Owners Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the 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 famish the set 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.
4
L2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any tune for the Project to meet the Owner's needs and interests.
1.2.2.7 Ti .O.,,,., Each party shall provide prompt written notice to the A,.Lit..t other if tL., 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 char• e. Electrical, plumbing and other trade permits will be the
responsibility of the construction contractor. Anv charges which may be assessed for tap fees will be paid by Owner and are
not to be included b Architect in the , . ifications for the Pro'ect.
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 Form, and such other information and materials as may be necessary
and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent
practicable, these documents shall be utilized in the preparation 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.
1.23.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shall be consistent with the timeperiods established in Subparagraph 1. 1.2.6 and which shalt
may be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for
periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions
by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not,
except for reasonable cause, be exceeded by the Architect or Owner.
1.233 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by 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.
1.2.3.5 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.Th..A,..ld...t Each party shall provide prompt written notice to theeavncr other iftl.A 1't....t either
becomes aware of any errors, omissions or inconsistencies in such services or information.
5
• 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 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
t.=eraLlealh earner ,th.1 for Contractors overhead and profit.
,h.. of L:dJL,K a „J f., .La.. h, the Weil,
1.3.13 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
1.3.2.1 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 sotety with respect to this Project. The Ai elri.....t arid the
.,.....,�ftL.,:.rear a st, a......, e., fS... i.....,,. J, 1. all..x ..... .........aw ,
_ .. .. 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
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.
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a permission to reproduce
the Architect's Instruments of Service s.,1Jy for purposes of constructing, using and maintaining the Project, provided that the
Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect
shall obtain similar r,.,.,eaelaa1ve h..,rs., permission from the Architect's consultants consistent with this Agreement. Amy
shall ... f. a:., G.,..,.., ak;., g fu. J,.. t. p,., J... l; y.. s,. f l.„ t. a,...,,.. ,u fS .. .:....a,.J shall r..a,.,t., the A..hitect,s;t1.L.,....aJa ,.rf
• ., ...
Hand upon the date the Architect is adjudged
in default of this Agreement, tl.. f ,e lieerrae shall L.. d..,u.d t..,..,;,.at..d arid repla..J L a,.....,.,J,
permitting 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 safely for the purposes of completing,
using and maintaining the Project.
13.2.3 ... . .
tl, as A The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any 11eerr,e 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 I:...,,,., g,a „t.d hr
1.32.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for
similar purposes in connection with the Project is perm r,.,l .., L.. .east u.. puL .0 J g
rig1.b,,ft1 . krchitcet ,,,J,1,. Arelri ...t•,..,,,,,alta,,,,. 'l1 . .,,.., shall ,,.,t,,.,.. the brat, u,,,.,,t, v;.... L„ G,...,.. add;G.,,s
6
• rAt Jtit...; ., wusuit...., Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without
liability to the Architect and the Architects consultants.
•
•
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing
to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by
separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic
data, including any special limitationsu. G.,....o..o 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. 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 supplemental!) herein.
In addition, Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions.
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.
133 CHANGE IN SERVICES
13.3.1 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 t..y„ i .,J by
L6 la..yund th.. Azad,...t's..v..,. VI if du.ALA aff....,,- v,J.,a..,i1, d L,Stdv,asnapl .3.3.2.
1.5.2, and to an RuutLunaabl.. S,.L 1.3.9.2 awJ Pa.a 1.5.5. However, it is expressly
agreed and understood by all parties that the total sum of $6,500.00 including reimbursable expenses shall represent the absolute
limit of Owner's liability to Architect, unless same shall be changed by Supplemen talAgreementhereto. Any such Supplemental
Agreement to this contract must be duly authorized by City Council resolution.
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13.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation
7
•
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•
jitlib, p..,,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 tiling deadlines prior to resolution of the matter by mediation, by
13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation ml.kh, . vth.,..a., sL..11 L. L. a..u,Ja „�� .. t C v.,s 6 u.t;u. , Iudu,h y M.J :at;v,t
k,. Ayu.:aGuo.u.....tly Sit .ff .t. Request for mediation shall be filed in writing with the other
party to this Agreement . s• •w .aa ,uaJ ...,,,...,, surl tt d fling
mediation shall proceed in advance of v, 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.
1.3.4.3 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
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1.3.5.1 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.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
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
1.3.7.1 Thi s Agreement shall be governed by vfL. :, ,.,, o f.L. A..I J,..t, u, d.sa vtL., w a. i n , 'J.d
in-paragraph - F.4s laws of the state of Texas, and venue shall lie in Williamson County, Texas.
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1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition ofAIA Document A201, General Conditions
of the Contract for Construction, .0,..,d ux of tl.. Jut.. of ,hl3 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 A IA Document A201, General Conditions
of the Contract for Construction, w,,,..,,t,v oftL.. Jun. of 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
party against either the Owner or Architect.
13.7.6 Unless otherwise provided in this Agreement, the Architect 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 access to the completed Project
to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner
to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least 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 alt covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the
Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
13.8 TERMINATION OR SUSPENSION
13.8.1 If the Owner fails to make payments to the Architect in ,,.,..,,Ju,,,.,, substantial compliance with this Agreement, such
failure strati may be considered substantial nonperformance and e-auscfortertninatl.,,, .,,, 3t t1.. .,yti.,,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 scum fifteen (152 days' written notice to the Owner. In the event of a suspension of
services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension
of services. Before resuming services, the Architect shall be paid all non - disputed sums due prior to suspension
The Architect's fees for the remaining services
and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total
sum of $6,500 including reimbursable expenses shall represent the absolute limit of Owner's liability to Architect, unless
same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly
authorized by City Council resolution.
1.3.8.2 If 1L.,11 j ...,, 1. Ly 11.. Ow,,.,. f,,, u,.,,.. thu„ 30 ..,,ox....utix.. Ja W,. A,,.tit,.,., �l,ull L.....,,,, f .
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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 Proiect, Architect shall cooperate in providing
information.
1.3.8.3 N othingcontained in Section 1.3.8.2 immediately above shall require Owner [ova 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 performance of this Agreement.
13.9 PAYMENTS TO THE ARCHITECT
1.3.9.1 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.
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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 Bt41 -1997, as herein amended.
o fA...L�t,...tb 5... i61rn,
(List other documents, if any, delineating Architect's scope of services)
1.4.1.3 Other documents as follows:
(List other documents, if any, forming parr of the Agreement)
* "Supplemental Agreement No. 1" supplementing Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services AIA Document B141 -1997.
1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows:
Architect's total compensation for services under this Agreement shall not exceed the sum of $6,500.00 which sum shall include
all deliverables and reimbursable expenses.
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be
adjusted. Such adjustment shall be calculated as described below
1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one ( 1.00 )
times the amounts billed to the Architect for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by the
Architect, and the Architect's employees and consultants.
1.5.5 Other Reimbursable Expenses, if any, are as follows: None
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II a�..o. w iu , t6 p
1.5.7 An initial payment of Zero and No /I00 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. It t., tL.. 0.. G „al pap....rt 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 rare of interest agreed upon.)
One and one - half percent (1 % %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations
at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision.
Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers)
.F5727.
This Agreement entered into as of the day and year first written above.
OWNER
CITY OF ROU
By:
Nyle
ROC TE
. fir! ayor
A ST:
ALL!. - / '
Christine R. Martinez, City Secretary
L..yuad that t 05., al all L ..v., &el L. Pa, as,ah
12
ARCHITECT
HALL/BARGAINER, INC.
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
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:
Professional design and architectural landscaping services related to preparation and
permitting of a landscape plan for Phase I of the McConnico Building located in the
area of development referred to as the "Municipal Office Complex" in Round Rock,
Williamson County, Texas. It is a requirement of this Agreement that Hall/Bargainer
work in effective cooperation with Owner's lead Architect, its other authorized
representatives and consultants, and its masterplan and approved site plans in order
to achieve appropriate and efficient imiplementation of all project elements;
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 /:2.) day of
6EPT706/2. , 2002, and 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 HALLBARGAINER, INC., with offices located at 400
West Main, Suite 220, Round Rock, Williamson County, Texas, 78664 (hereinafter referred to as
"Architect ").
WHEREAS, City intends to design and construct landscaping elements relating to Phase I
of the McConnico Building of the MOC Complex Project (hereinafter referred to as the "Project ")
described in the accompanying AIA Document B141 -1997. Architect's services are desired under
this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for
Architect's services under this Supplemental Agreement No. 1 are as recited therein.
WHEREAS, City desires to contract with Architect for provision of the therein- described
services in connection with design and construction administration of the Project, all as previously
and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and
0:4doc'COR13'.011,occon.00 3423I.WPOijlg
WITNESSETH:
WHEREAS, Architect has agreed to provide such professional services for the compensation
delineated therein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the accompanying AIA Document B141 -1997, which this document
supplements, and the terms, covenants, and conditions contained 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 for the Project as set forth in the referenced
documents.
1.02 Compensation. City shall compensate Architect for the following Scope of Work services:
Landscaping Planting Plan:
I. Review Site Plan with City to determine basic landscape and streetyard requirements;
2. Preparation and submittal to the landscape review section of the Planning and Zoning
Department; and submittal to City for Landscape Permit; submittal shall be one set of
reproducibles along with AutoCAD files for record purposes.
3. Architect hereunder shall provide Construction Observation services to insure proper
installation.
Irrigation Plan:
1. Prepare Site Irrigation drawings and details for all of the landscaped areas on the site
plans to include layout of heads, valves, piping, pipe sizing, controller locations and notes;
2. Prepare Site Irrigation drawings, specifications and details for all of the landscaped areas
on the site;
3. Architect hereunder shall provide Construction Observation services to insure proper
installation.
TOTAL SERVICES FOR ABOVE $6,500.00
Unless subsequently changed by additional Supplemental Agreement to this Contract, duly
authorized by City Council Resolution, Architect's total compensation hereunder shall not
exceed $6,500.00 including any Reimbursable Expenses. This amount represents the absolute
limit of City's liability to Architect hereunder unless same shall be changed by additional
Supplemental Agreement hereto.
2
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. The Architect's Basic Services consist generally of the services described
below, and include such other services as may be necessary to assist the City in the design and
construction of the Project, within the limits the City has budgeted or will budget therefor, and
in compliance with the Project Facility Program, which is hereby made a part of this Agreement
for all purposes. Architect agrees that upon execution of this Agreement, it will submit to City
within ten (10) days a list of all additional consultants it intends to utilize, not previously
identified, delineating their respective tasks. All of Architect's consultants shall be subject to
the approval of the City through its Director of Public Works, and City reserves the right to
reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and
acceptable to the City, represented by its Director of Public Works or his designee, hereinafter
referred to as "Director." A Performance Schedule shall be agreed to by Architect and Director,
and Architect agrees to use its best efforts to complete all services hereunder in accordance with
such Performance Schedule. All services shall be performed to the highest professional standard.
Architect shall provide, during performance of its services, adequate and competent on -site
observation, periodically visiting the site to the extent necessary to personally familiarize itself
with the progress and quality of the work, and to determine if the work is proceeding in
accordance with the Contract Documents. Architect's site observations may be conducted with
Owner's designated representative to check conformance of the work with the requirements of
the Contract Documents and to verify accuracy and completeness of the list submitted by
Contractor of work to be completed or corrected. Field Reports of each visit shall be prepared
by Architect and submitted to City. Architect shall employ all reasonable measures to safeguard
City against defects and deficiencies in Contractor's work. Architect shall not be responsible for
construction means, methods, techniques, sequences of procedures, nor for safety precautions
and programs employed in connection with the work. However, Architect shall immediately
inform Director when defects and deficiencies are observed, or when any observed actions or
omissions are undertaken by Contractor which are not in the best interests of City on the Project.
Based on such observations at the site and on the Contractor's Application and Certificate for
Payment, Architect shall determine the amount owing to the Contractor and shall certify and
forward the Contractor's Application and Certificate for Payment to the Director for approval
and payment. These certifications shall constitute a representation by Architect to City, based
on observations at the site and other data comprising the application for payment, that the work
has progressed to the point indicated; that to the best of Architect's knowledge, information and
belief, the quality of the work is in accordance with the Contract Documents (subject to an
evaluation of the work as a functioning whole upon substantial completion, to the results of any
subsequent tests required by the Contract Documents, to minor deviations from the Contract
Documents correctable prior to Project completion, and to any specific qualifications stated in
the Certificate); and that the Contractor is entitled to payment in the amount certified.
3
Architect shall recommend to City rejection of work which does not conform to the Contract
Documents. Architect shall make recommendations on all claims and disputes of City or
Contractor relating to execution and progress of work or interpretation of Contract Documents,
based upon such review and analysis by Architect as is reasonably required. In the event of
litigation, where Architect is named as an additional party with City, such assistance will include
the availability of knowledgeable witnesses in the employ of Architect for expert testimony.
Architect shall conduct a professional observation to determine the dates of substantial
completion and final completion, shall receive written guarantees and related documents
assembled by the Contractor for submittal with the final Certificate of Payment, and shall
prepare and present a final Certificate for Payment to Director for City's approval and payment.
Architect shall have authority to order minor changes in the work, consistent with the Contract
Documents, and not involving an adjustment in the Contractor's price or an extension of the
Project Schedule. Such changes shall be accomplished by Field Order. In addition, Architect
may issue written Field Orders which interpret the Plans and Specifications, with copies
submitted to City's Director.
2.02 Schematic Design and Design Development Phases. Architect shall provide the
following design development phase services:
(1) Architect shall prepare Design Development Documents based upon the approved
Schematic Design Documents to include adequate Specifications for elements of the Project
for consideration and approval by the Director. Five (5) copies each of said documents will
be submitted for distribution, each consisting of drawings and other documents to fix and
describe the size, cross sections and character of the Project as to architectural, structural,
mechanical and electrical systems, materials, and such other essentials as may be necessary
and appropriate. The Design Development Phase shall be completed within the agreed
Performance Schedule.
(2) Architect shall submit to City a Revised Statement of Probable Construction Cost in
a form acceptable to the Director. Any variance in the estimated construction costs that will
adversely affect the established Project Budget will be submitted to the Director with
appropriate comments and recommendations prior to beginning the Construction
Documents Phase.
(3) After approval of the Design Development Documents by the Director, Architect will
submit a Statement, in triplicate, for services rendered.
2.03 Construction Documents Phase. Architect shall provide the following construction
documents phase services:
(1) Architect shall prepare from the approved Design Development Documents, for
4
consideration of and approval by the Director, Construction Documents, which documents
shall set forth in detail the requirements of the Project, including the necessary bidding
information. Architect shall assist City in preparation of the Bidding Forms, shall utilize
without modification City's standard General and Supplementary General Conditions, and
shall draft all Special Conditions of the Contract. City's standard form of Contract between
City and the Contractor shall also be utilized without modification, along with City's form
of Bid Bond, Performance Bond and Payment Bond.
(2) Architect shall furnish City in writing a revised Statement of Probable Construction
Cost, indicating cost changes resulting from changes in Project requirements or general
market conditions, in a fonn acceptable to the Director.
(3) Architect shall file five (5) complete sets of proposed Construction Documents with
the Director for review and official approval prior to the advertisement of bids for the
construction of the MOC Complex Project, and within the agreed Performance Schedule
following approval of the Design Development Documents. Following approval, Architect
shall prepare and have on hand additional sets as needed for bidding purposes. Architect
shall also file with the Director at said time, the following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This tracing
shall be retumed to Architect to print contract documents when the signatures of City
officials have been properly affixed).
(b) Two (2) copies of Statement of Probable Construction Cost in a form acceptable to
City.
(c) Four (4) unbound copies of the approved Project Construction Manual for subsequent
binding with signed construction contracts. The Project Construction Manual shall include
General and Supplementary General Conditions; Specifications and Special Provisions;
Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid Bond, Contract,
Performance and Payment Bond Forms; approved Wage Rates; Federal regulations if
applicable to the Project; and other required documents for construction of the Project.
(4) After approval of the Construction Documents by the Director, Architect will submit
a Statement, in triplicate, for services rendered.
2.04 Bidding Phase. Architect shall provide the following bidding phase services:
(1) Following City's approval of the Construction Documents and of the latest Statement
of Probable Construction Cost, Architect shall assist City in awarding a construction
contract following legal public bid requirements. During the bid process, Architect shall
assist City as follows:
5
(a) Issue and control of documents for bidding.
(b) Jointly conducting pre -bid conferences, including on -site visits as required, to assure
that bidders understand the Construction Documents, the various on -site conditions, and the
coordination and scheduling requirements.
(c) Preparation of required addenda to Contract Documents.
(d) Tabulation and evaluation of bids received.
(e) Jointly conducting pre -award conferences where necessary.
(2) Architect's assistance to City shall include submitting written reviews and
recommendations for awards based upon the acceptability of bids; and, if required by City,
more detailed analyses of specific bids. Reviews shall also consider the responsiveness of
bids and their conformity with Bid Documents.
(3) Upon award of the Construction Contract, Architect will submit a Statement, in
triplicate, for services rendered.
2.05 Construction Phase - Administration of the Construction Contract(s). Architect shall
provide the following construction phase - administration of the construction contract(s)
services:
(1) The Construction Phase will commence with the award of the Construction Contract
and will terminate following the final one -year warranty inspection of the completed
Project, correction of all defects in materials and workmanship, and resolution of all Project -
related claims and disputes. During the Construction Phase, Architect shall provide the
following services:
(2) Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General Conditions.
Architect's assigned authority thereunder will not be substantially modified without
Architect's written consent.
(3) Architect, as a representative of City, shall advise and consult with the Director and
will keep City informed in writing through him of the progress of the Project, including
percent complete on a monthly basis, during the Construction Phase; and after issuance of
the "work order" to proceed with the work, all of City's instructions to its Contractors will
be issued through Architect. Architect will have authority to act on behalf of Owner only
to the extent provided in this Agreement unless otherwise properly modified by written
amendment.
6
(4) Architect shall provide, during construction, adequate and competent on -site
construction observation, periodically visiting the site to the extent necessary to personally
familiarize itself with the progress and quality of the work, and to determine if the work is
proceeding in accordance with the Contract Documents. Architect's site observations may
be conducted with Owner's designated representative to check conformance of the work
with the requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Contractor of work to be completed or corrected.
Field Reports of each visit shall be prepared by Architect and submitted to City. Architect
shall employ all reasonable measures to safeguard City against defects and deficiencies in
the work of the Contractor. Architect shall not be responsible for the construction means,
methods, techniques, sequences of procedures, nor for the safety precautions and programs
employed in connection with the work. However, Architect will immediately inform the
Director whenever defects and deficiencies in the work are observed, or when any observed
actions or omissions are undertaken by the Contractor which are not in the best interests of
City and the Project.
(5) Based on such observations at the site and on the Contractor's Application and
Certificate for Payment, Architect shall determine, monthly, the amount owing to the
Contractor and shall certify and forward the Contractor's Application and Certificate for
Payment to the Director for approval and payment. These certifications shall constitute a
representation by Architect to City, based on observations at the site and other data
comprising the application for payment, that the work has progressed to the point indicated;
that to the best of Architect's knowledge, information and belief, the quality of the work is
in accordance with the Contract Documents (subject to an evaluation of the work as a
functioning whole upon substantial completion, to the results of any subsequent tests
required by the Contract Documents, to minor deviations from the Contract Documents
correctable prior to Project completion, and to any specific qualifications stated in the
Certificate); and that the Contractor is entitled to payment in the amount certified.
(6) Architect shall recommend to City rejection of work which does not conform to the
Contract Documents. Architect shall make recommendations on all claims and disputes of
City or the Contractor relating to execution and progress of the work or interpretation of the
Contract Documents, based upon such review and analysis by Architect as is reasonably
required. In the event of litigation, where Architect is named as an additional party with
City, such assistance will include the availability of knowledgeable witnesses in the employ
of Architect for expert testimony.
(7) Architect shall use its best efforts to promptly review and approve or reject shop
drawings, product data and samples and other submissions of the Contractor for
conformance only with the design concept of the Project and with the information given in
the Contract Documents. Architect shall establish and implement precise procedures, to be
approved by City's Director, for expediting the processing and approval of these
7
submissions without delay. Prompt review by Architect of submissions is of prime
importance to City and an absolute necessity under the time constraints of the Project.
(8) Architect shall prepare Change Orders to the construction contract, in six (6) copies,
after review and approval by City. Each Change Order shall be specific and final as to prices
and extensions of time, with no reservations or other provisions allowing for future
additional money or time as a result of the particular changes identified and fully
compensated in the Change Order. Architect's compensation for preparation of Change
Orders, if any, shall be determined by Section 2.07(1) below.
(9) Architect shall conduct a professional observation to determine the dates of substantial
completion and final completion, shall receive written guarantees and related documents
assembled by the Contractor for submittal with the final Certificate of Payment, and shall
prepare and present a final Certificate for Payment to Director for City's approval and
payment. In addition, Architect shall make a professional observation of the Project at least
thirty (30) days before the expiration of the one (1) year warranty contained in the
Contractor's Performance Bond.
(10) Architect shall conduct regularly scheduled progress meetings with City, the
Contractor and major Subcontractors. Minutes of same shall be prepared by Architect with
copies submitted to City's Director.
(11) Architect shall have authority to order minor changes in the construction work,
consistent with the Contract Documents, and not involving an adjustment in the
Contractor's bid price or an extension of the Project Schedule. Such changes shall be
accomplished by Field Order. In addition, Architect may issue written Field Orders which
interpret the Plans and Specifications, with copies submitted to City's Director.
(12) Architect shall assemble and deliver to City a set of reproducible Record Construction
Drawings showing significant changes in the work during the construction process and final
location of mechanical and electrical service lines and outlets, based upon marked -up prints
of drawings and other data furnished by the Contractor to Architect. Architect shall provide
Record Construction Specifications which will identify the changes in the specifications on
a sheet, which sheet will be inserted at the beginning of each section to which they pertain.
(13) Upon satisfactory completion of Record Construction Documents, Architect will
submit a Statement, in triplicate, for services rendered for the unpaid balance.
2.06 Project Representation Beyond Basic Services. In the event that circumstances should
develop whereby continuous, full -time representation at the Project site is required, the
conditions under which such representation shall be furnished and the Project Representatives
selected, employed and directed shall be governed by an additional written Supplemental
Agreement between City and Architect.
8
2.07 Additional Services. Architect shall pertbrm Additional Services, as requested by City,
after a not -to- exceed amount has been mutually agreed upon in writing by the Director 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 the Director in advance of their
performance, they shall be paid for in the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and /or revising previously approved
plans when the changes in approved Plans and Specifications are required by the City,
unforeseen circumstances due to hidden or unknown conditions, or codes/ordinances or
other legal requirements which may come into effect during the course of the Project. If
changes are required to be made because of error, oversight, clarification, discrepancy, or
budget overruns in the work of Architect, City shall not be liable to compensate Architect
for Additional Services or expenses in such connection.
(2) Providing other extraordinary professional services over and above the Contract
Documents 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 Project requirements.
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.
3.04 Tests and inspections. City shall fumish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
9
ARTICLE IV
PAYMENTS TO THE ARCHITECT
4.01 Basic Services. Payments hereunder shall not to exceed the following:
Basic Services $ 6,500.00
4.02 Deductions. No deductions shall be made from Architect's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Contractors.
4.03 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect during any phase or
subphase is abandoned or suspended, in whole or in part, Architect is to be paid for the services
performed on account of it prior to receipt of written notice from City through its Director of
such abandonment or suspension.
4.05 Invoices. Architect's invoices to City shall provide complete information and
documentation to substantiate Architect's charges, and shall be in a form to be specified by
Director. All payments to Architect shall be made on the basis of the invoices submitted by
Architect and approved by the Director. Such invoices shall conform to the schedule of services
and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should
additional backup material be requested by the Director, Architect shall comply promptly with
such request. In this regard, should the Director determine it necessary, Architect shall make all
records and books relating to this Agreement available to City for inspection and auditing
purposes.
4.06 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 Contract or state law.
4.07 Offsets. City may, at its option, offset any amounts due and payable under this Contract
against any debt (including taxes) lawfully due to City from Architect, regardless of whether the
amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether
or not the debt due to City has been reduced to judgment by a court.
10
ARTICLE V
ARCHITECT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Architect, shall be kept on
a generally recognized accounting basis and shall be available to City or its authorized
representatives at mutually convenient times.
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that the Director may cancel or indefinitely suspend further work
hereunder or terminate this Contract either for cause or for the convenience of City, upon fifteen
(15) days' written notice to 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 Contract, and shall be promptly delivered to City in a reasonably organized
form without restriction on future use. Should City subsequently contract with a new architect
for continuation of services on the Project, Architect shall cooperate in providing information.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work
which is unsatisfactory as determined by the Director or which is not submitted in compliance
with the terms of this Agreement. City shall not be required to make any payments to Architect
when Architect is in default under this Agreement, nor shall this Article constitute a waiver of
any right, at law and at equity, which City may have if Architect is in default, including the right
to bring legal action for damages or to force specific performance of this Agreement.
ARTICLE VII
GENERAL. SUPPLEMENTARY AND SPECIAL CONDITIONS:
CONTRACT ADMINISTRATION
7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions of the Contract for
Construction ", are to be used by Architect without modification; however, City may, upon prior
consultation, approve of any changes that may be necessary for specific cases or instances. Any
special conditions pertaining to the Project that are approved by City will be included under the
Special Conditions portion of the Construction Documents.
11
7.02 Contract Administration. This Agreement shall be administered on behalf of City by its
Director of Public Works, and Architect shall fully comply with any and all instructions from
the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision
in the matter shall be final and binding.
ARTICLE VIII
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
8.01 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.
8.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City,
its officers, agents and employees, harmless against any and all claims, lawsuits, judgments,
costs and expenses for personal injury (including death), property damage or other harm for
which recovery of damages is sought, suffered by any person or persons, that may arise out of
or be occasioned by Architect's breach of any of the terms or provisions of this Agreement, or
by any negligent act or omission of Architect, his officers, agents, associates, employees or
subconsultants, in the performance of this Agreement; except that the indemnity provided for
in this paragraph shall not apply to any liability resulting from the sole negligence of City, its
officers, agents, employees or separate contractors, and in the event of joint and concurrent
negligence of both Architect and City, responsibility and indemnity, if any, shall be apportioned
comparatively 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.
8.03 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 Contract infringe a U.S. patent or copyright directly, indirectly or contributorily.
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.
12
(a) If Architect defends City against such claims, City Attorney 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 hereunder for any claim of infringement based on
modification or alteration of designs, plans or specifications prepared 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.
(3) The indemnification and defense provisions as set forth in this Section 8.03 shall not
apply to products or materials which City has required that Architect include in any of the
Designs, Plans and Specifications, or which are substituted by Contractor or any of his
subcontractors during the Construction Phase of the Contract.
8.04 Insurance. Architect, at Architect's sole cost, shall have and maintain during the term of
this Agreement professional liability insurance coverage in the minimum amount of Five
Hundred Thousand Dollars from a company authorized to do insurance business in Texas and
otherwise acceptable to City.
8.05 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 8.04 above, including the required provisions
and additional policy conditions as shown below in Section 8.06. 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
13
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.
8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 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:
Robert L. Bennett, Jr., A1CP
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.
(3) Terms "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees and
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any 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.
8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained
by Architect shall be borne solely by Architect, with certificates of insurance evidencing such
minimum coverage in force to be filed with the City. Such Certificates of Insurance are
evidenced as Exhibit "A" entitled "Certificates of Insurance."
ARTICLE IX
COMPLIANCE WITH LAWS. CHARTER AND ORDINANCES. ETC.
9.01 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
14
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.
9.02 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.
10.02 Project Performance Schedule.
ARTICLE X
TERM
10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or
extended by mutual agreement approved by City's Director, the term of this Agreement shall be
from the date hereof until final completion of the Project and all architectural /engineering and
construction administration services in connection therewith, including the final one (1) year
warranty inspection, and resolution of any outstanding Project - related claims or disputes.
(1) Time of completion of the services referenced herein shall be as follows:
Design: Sixty (60) calendar days from Notice to Proceed;
Construction: Sixty (60) calendar days thereafter.
(2) 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 Contract in the highest
professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its
officers, employees, agents, consultants and subcontractors will have no financial interest, direct
or indirect, in the purchase or sale of any product, materials or equipment that will be
recommended or required for the construction of the Project.
11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall
not be disclosed to any third parties without the prior written consent and approval of City's
Director.
15
ARTICLE XII
GENERAL PROVISIONS
12.01 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.
12.02 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.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the tenns of this Agreement. Architect shall not
assign, sublet or transfer any interest in this Agreement without prior written authorization of
City.
12.04 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.
12.05 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.
12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered
as follows:
Robert L. Bennett, Jr., AICP
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
All notices and correspondence from City to Architect shall be mailed or delivered to the
Architect as follows:
16
By:
Tim A. Bargainer
Vice President
Hall/Bargainer, Inc.
400 West Main, Suite 220
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. /Q- Oa- 69- J2-/32/ , approved by the City Council on
36PTE.rn666R- /a dap and , signing by and through its duly
authorized representative(s), thereby binding the arties hereto, their successors, assigns and
representatives for the faithful and full performa ce of the terms and provisions of this
Agreement. NALL) .aR /N6R,,XNG.
CITY OF ROUND ROCK
By:
axwell, Mayor
ATTEST:
E.Niculto;u
Christine R. Martinez, City Secretary
HALLBARGAINER, INC.
Tirh r . Bargainer, Vice President
17
09/16/2002 11:18 FAX 5122185563 CORR PUBLIC
93'-15 -2002 2237 LEATZOLI 8 ASSOCIATES
CER1"FICATE OF LIAI3ILITY INSURANCE
PRODUCER
Leetsow & Associates, Inc.
247 Bryant Ave.
Glen Ellyn, IL 60137
A 4eodagton Insurance co.
E'
D' SURED
Bell/Bargainer, Inc.
400 W. Main. #220
Round Rock, TX 76664
THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to
the business operations herebiafter described, for the types of insurance and in accordance with the provisions of
the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are
noted below_
A
GENERAL LIABILITY
AUTOMOBILE LIABILITY
$X055 LIABILITY
PROFESSIONAL LIABILITY
CERTIFICATE HOLDER: CI( Manager
Cite •rfRound Rock
221E_ Main Street
Rated Rock, Tc as 78664
Celt orinserCORR Asa
WORKS - SHEETS
Date: 9/16/02
CQMPANIES AFFORDING COVERAGE
l002
P.02
CO TYPE of INSURANCE POLICY ERF WITVE EXPIRATION
VTR NUMBER DATE t DATE
2233450 7122102
DESCRIPT/ON OF OPERATIONS/LC ICATWNSNERICLES/Sp£CIAL TTEMS,E]LCEPTIONS
Limns
GENERAL AGGREGATE S
PRODUCTS-COMP/OP AGG. S
PERSONAL & ADV. INJURY 9
EACH OCCURRENCE 5
17RE DAMAGE (Any me rite) S
MED. 7 (Any one person) S
COMR1NED SndGLE LBW S
BODILY INJURY (Per re rer0 S
RoniLY INJURY (Per =idea) S
PROPERTY DAMAGE E
EACH OCCURRENCE S
AGGREGATE S
WORIOERS• COMPENSATION AND EMPLOYERS' LIABILITY STATUTORY LTh4fl3
EACH ACCIDENT
DISEASE. POLICY LIMIT S
DISEASE - EACLt EMPLOYEE 9
51.000.000 ash claim & agatea6
The Cny of Round Rock is narnid as additional inured with =pent to an policies except Workers' Cottupensaaon and Employers' Liabriry
and p.ofcssiaaal Liability. Shculd any of the above dcacdled policies to cahceled or chant=ed before dic eepiradon date thereof, the
issuing company will mail thirty (30) days rained nom to the cen1flcatc holW6r 02med below.
SIONATURE OF AUTH D REPRESENTATIVE
09/16/2002 EON 10:32 [TI /RX NO 97163 a 002
CLOT - 6ci- I ?..- i'1G12._
CERTIFICATE OF LIABILITY INSURANC
PRODUCER
Leatzow & Associates, Inc.
247 Bryant Ave.
Glen Ellyn, IL 60137
INSURED
Hall /Bargainer, Inc.
400 W. Main, #220
Round Rock, TX 78664
A
GENERAL LIABILITY
AUTOMOBILE LIABILITY
EXCESS LIABILITY
PROFESSIONAL LIABILITY
CERTIFICATE HOLDER: City Manager
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Con of Insur CORR . /Inc.
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /SPECIAL ITEMS /EXCEPTIONS
A Lexington Insurance Co.
B
C
D
Date: 9/16/02
COMPANIES AFFORDING COVERAGE
THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to
the business operations hereinafter described, for the types of insurance and in accordance with the provisions of
the standard policies used by the companies, and further hereinafter described. Exceptions to the policies are
noted below.
CO TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION LIMITS
LTR NUMBER DATE DATE
GENERAL AGGREGATE $
PRODUCTS - COMP /OP AGG- $
PERSONAL & ADV. INJURY $
EACH OCCURRENCE $
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $
COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
EACH OCCURRENCE $
AGGREGATE $
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY STATUTORY LIMITS
EACH ACCIDENT $
DISEASE - POLICY LIMIT $
DISEASE - EACH EMPLOYEE $
2233450 7/22/02 6/2/03 $1,000,000 each claim & aggregate
The City of Round Rock is named as additional insured with respect to all policies except Workers' Compensation and Employers' Liability
and Professional Liability. Should any of the above described policies be cancelled or changed before the expiration date thereof, the
issuing company will mail thirty (30) days written notice to the certificate holder named below.
SIGNATURE OF AUTHOR PRESENTATIVE
CERTIFICATE OF LIABILITY INSURANCE
RECEIVtD 140V a 1,3gfl10 /28 /02
PRODUCER „ 1(t COMPANIES AFFORDING COVERAGE
Leatzow & Associates, Inc.
247 Bryant Avenue a \ Lexington Insurance Company
Glen Ellyn, IL 60137
INSURED C
Hall /Bargainer, Inc.
400 W. Main, #220 D
Round Rock TX 78664
THIS 1S TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respoct to the
business operations hcrtinaftcr described, for the types of insurance and in accordance with the provisions of the
standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted
below.
CO TYPE OF' INSURANCE POLICY EFFECTIVE EXPIRATION
LTR NUMBER DATE DATE
OENLX.AL LIAHILLTY
hUTOMOBILE LIABILITY
EXCESS LIABILITY
WORKERS' COMPLNSATION
AND I:.menoYFR.S' LIABILITY
A PROFESSIONAL L1AittLt.Y
2233450 7/22/02 6/02/03
DESCRIrfloN OF OPERATION Sl1 oCATIONSATHICLES /SPECIAL ITEMS/EXCEPTIONS
The City of Round Rock is named as additional insured with respect to all policies except 'Workers' Compensation and Employers I.iahility'
and `Ptol•siontd Liability'. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing
company will mail thirty (30) days written notice to the certificate bolder numx.1 below.
CERTIFICA 1
City Munger
City of Round Rock
221 I,(. Ma in Sheet
Round Rock, Texas 78664
E'd ETBB- BE2 -2TS
SIGN OF AUTI-IOMD RHPRErNTATIVE
LIMITS
CSNSRAI. AGGREGATE 5
PRODUCTS -(OMl JOP AC1G. S
PERSONAL& ADV. INJURY $
EACIT OCCURRENCE $
1'IRE DAMAGE (Any one fire) 5
MED. F.XPF.NSE (Any ono pun w) $
COMBINED SINGLY. LIMIT $
BODILY INJURY (Per person) $
PODILY INJURY (Per accident) $
PROPERTY DAMAGE. $
EACH C)CCURRI:NCE S
AGGREtiATP. a
srA•Rrrosv LIMITS $
I:ACII ACCIDENT 5
DISEASE - POLICY LIMIT 5
DISEASE - N.ACH EMI'MA)Y} ;1i $
1,000,000 -ach claim & aggregate
Typed'Namc. Jo Ellen-Cox - •---• - -•- – —
YitI, Vice President, Client Services -
Leatzow & Associates, Inc.
tteH El eTE:TT 20 I2 1oO