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R-02-10-10-13D2 - 10/10/2002RESOLUTION NO. R- 02- 10- 10 -13D2 WHEREAS, the City of Round Rock desires to retain professional architectural services for the Southwest Downtown Area Infrastructure Improvements to develop a masterplan of roadways and utility improvements, and WHEREAS, Page Southerland Page, L.L.P. 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 Page Southerland Page, L.L.P., 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 Page Southerland Page, L.L.P. for Southwest Downtown Area Infrastructure Improvements to develop a masterplan of roadways and utility improvements, 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 0I \wdox\RESOLUTI \E21010D2.WPD /rmc upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 10th day of October, 2002. ATTEST: nn CHRISTINE R. MARTINEZ, City Sec 2 N E,Ay'•WELL, Mayor City of Round Rock, Texas Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ©1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of iLS provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the ( ) day of the month of in the year Two Thousand Two. (In words, indicate day, month 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 AIA DOCUMENT B141-STANDARD FORM AGREEMENT- 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator 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. (a :-ODMAIW ORL0O5 /O:/ W OOX,CORI/GNL MOCCONST /INRniSIIN, W PDijkg AIA Document B141 -1997 1997 Edition - Electronic Format EXHIBIT a oAn Electronic Format B141 -1997 Page 01 and the Architect: (Name, address and other information) Page Southerland Page, L.L.P. 606 West Avenue Austin, Travis County. Texas 78701 -2725 For the following Project: (Include detailed description of Project) Professional master planning activities to identify the need for critical infrastructure improvements for the area of downtown bounded by Lake Creek, Round Rock Avenue, North Mays Street, and McNeil Road, including water and wastewater utility improvements, stormwater detention, environmental treatment facility planning, and underground dry utilities such as electrical power, cable television, broadband service, and natural gas distribution systems. This Project will be an extension of the architectural master planning activities previously undertaken by contract between Page Southerland Page and City and, taken together shall develop a common character for the "Municipal Office Complex" in Round Rock, and shall establish parameters for harmonious future projects within the MOC complex as the site is developed. 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 informationor a statement such as "not applicable, "unknown at time ofexecution" or "10 be determined later by mutual agreement. ) 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (ldenlify or describe, if appropriate, proposed use or goals.) Professional master planning activities to identify the need for critical infrastructure improvements for the area of downtown bounded by Lake Creek, Round Rock Avenue, North Mays Street, and McNeil Road, including water and wastewaterutility improvements, stormwater detention environmental treatment facility planning, and underground dry utilities such as electrical power cable television, broadband service, and natural gas distribution systems. This Project will be an extension of the architectural master planning activities previously undertaken by contract between Page Southerland Page and City and, taken together, shall develop a common character for the "Municipal Office Complex" in Round Rock, and shall establish parameters for harmonious future projects within the MOC complex as the site is developed. 1.1.2.2 The physical parameters are: (Identify or describe. if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site) The area of downtown Round Rock bounded by Lake Creek, Round Rock Avenue, North Mays Street, and McNeil Road. 1.1.23 The Owner's Program is: (Identify documentation or stale the manner in which the program will be developed.) Scope of Work includes the following: (1) Develop Preliminary Civil Engineering Master Plan for MOC a. Develop a pot - holing/trenching plan to identify existing utility locations and elevations; b. Perform deed and easement research with the Williamson County Clerk's Office to determine current property ownerships, rights -of -ways, and easements within the proposed master plan area; c. Establish horizontal and vertical control of the master planning area from the existing City of Round Rock's benchmarks utilizing GPS and conventional surveying methods; d. Field locate the horizontal and vertical position of each utility line that has been uncovered. Elevations will be shown to top of pipe, with approximate pipe size (if possible); 2 e. Create civil engineering master plan with general grades, drainage and street/sidewalk improvements in MOC area; f Determine MOC proposed buildings finish floor elevations; g. Develop underground utility master plan including new service requirements and utilities to be relocated within proposed master plan area; h. Develop regional storm drainage master plan for MOC master plan area; i. Develop regional non -point source stonnwater pollution prevention plan for MOC master plan area; and j. Coordinate grades of various parking options and areas within MOC master plan area. (2) Deliverables shall include a written report describing utility infrastructure recommendations, engineering calculations as applicable, utility plans and sections identifying proposed uti I ity locations and space management, record deed ownerships, dedicated rights -of -ways and recorded easements for the master planned area. All electronic drawings shall be submitted in AutoCad release 2000 or as determined by City. (3) Page Southerland Page shall engage the services of Delta Survey Group, Inc. to perform the field survey and easement investigation work identified herein in this Scope of Work section. For purposes of this Scope of Work, the following assumptions have been made: a. 50 pot - hole/trench locations that will require horizontal and vertical identification; b. A minimum of two utility trenches will be open at one time to perform the utility identification surveying; c. Actual trenching /pot - holing will be performed by the City or by a subcontractor engaged by City. 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land .surveys and legal descriptions and restrictions of the rile) 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 $99,660.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as r p ge, eproductions, ostatravel and courier services shall not exceed the sum of $7,500.00 without prior express written approval from Owner. 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling) 120 calendar days from execution of this Agreement 1.1.2.7 The proposed procurement or delivery method for the Project is: ( /dents method such as competitive bid negotiated contract, or construction management.) Professional services such as architectural planning will be engaged by negotiated contract. 1.1.2.8 Other parameters are: (Identi special characteristics or needs of the Project such as energy, environmental or historic preservation requirements) Unknown at this time 1.13 PROJECT TEAM 1.1.3.1 The Owner's Designated Representative is: (List name, address and other information.) Larry Madsen, P.W. Construction Manager of Round Rock Public Works Department 2008 Enterprise Drive Round Rock, Texas 78664 3 1.1.3.2 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, City of Round Rock 221 East Main Street Round Rock, Texas 78664 1.13.3 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) Not selected at this time. 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information) Michael 1. Mace, A1A, Senior Vice President Page Southerland Page 606 West Avenue Austin Texas 78701 -2725 1.1.33 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address) Delta Survey Group, Inc. Austin, Texas 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 .• . as modified between Owner and Contractor. 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 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. Bethparties -71 . ,....�� tlta a..L hi t,t t wa „ha„x.. �t.J, Lt ILa y dt.,Ow,, t a at,t, t a t. , t. sh ,,..K.. Gat., apps „pt ;al a „t,.tt,, III a.. ..va. 6 .. L t .,t . i....., Lt a....v, aa..., w it h Paragraph .33- However, it is expressly agreed and understood by all parties that the total sum of $99,660.00 plus reimbursable expenses in the total sum of $7,500.00 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_ 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. 4 The Owner shall specifically provide the following Water and wastewater modeling, tree and topographic surveys, geotechnical investigations. 1.2.2.2 vi ad...% 11.1 p., W,.k. TL. 0,,,,., Lull ,.u, .; ..11 bud tl ... v u. last of tl... bud allu.at.J &J. tl.. C: ,t .,1 tE .. Wan A, an wuiuiS..i' ' an.t.+J..O u. LI.., vw.url r.uJKu u. u yw uuu u. u... vuugu a u .ass. ;.. ti,. Ii j..,t a... p ....,J q ualit y . The Owner shall establish and periodically update the budget for the Project. 1.2.2.3 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 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 requ 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 TI.. Ow ,... Each party shall provide prompt written notice to the A, ..1,...t other if hs. O....... 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 famish 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 tan fees will be paid by Owner and are not to he included by Architect in the specifications for the Project. 1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Fonns Wage Rates, Contract and Bond Forms Bid Advertisement Form, and such other infonnation and materials as may be necessary and practicable for the 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. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Subparagraph 1. 1.2.6 and which shall may be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for 5 periods of time required for the Owner's review, for the performance of the Owners consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.23.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 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. 1.23.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.23.6 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. 1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by the Owner. TI A..,i••••...t Each party shall provide prompt written notice to the Owner other ifth.. A,,.Li...,t either becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 13 TERMS AND CONDITIONS 13.1 COST OF THE WORK 13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 1.3.1.2 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 ,00.,01.. all.. wa,,,.,. f. th., L for Contractor's overhead and profit. l•adJ:G,,,., ax,,,aLl..all .,wa,,. . ..f,. ,, .., • • 13.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights -of -way and financing or other costs that are the responsibility of the Owner. 13.2 INSTRUMENTS OF SERVICE 13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. TI... A,.ldt,...t a,.J 11,,, A...h;t...,. a.,J ..,5.,f tl ,.:, ,,.DN,..t V, 1 1101.1111,A11.0 ., S ...:.,,. a„ J.,LaII .,.otul a „ J 0J,,,, 1,0,1V y. l ,:gl,6, : I uJ :,,g ,..,vy∎is1,U. 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 acknowledged by law in the Proiect 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, consultan is or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. 6 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 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 uoa..atlaa litsasw permission from the Architects consultants consistent with this Agreement. Anry - srrmrronarrn.o,,, W 1.I,.. Aat, r.,,w, w,[n u a..v..,, ..uys v . If and upon the date the Architect is adjudged in default of this Agreement, ,all L..1..,.,,,.d t.,,,,, ;,,.,t..d a,.d ,.,p1a.,.,J b a a...oa,d, uo,,..,...lu,;,,o 16,o „a„ permitting the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to makc changes, corrections or additions to the Instruments of Service wkly for the purposes of completing, using and maintaining the Project. 13.2.3 £,.....pt l , th.. h,., L, S„L 1.3.2.2, us, .,tL... 1 a 'sh, shall b., J....,.,..J 5 , ..d N l 3 The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any G<..uat 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 li,...,at s ,a,d.,J hr GaLpa,a 1.3.2.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is perm [,.,. ,., L., ..oa.ah a..J as pubG,.a.;uu ;„ o Ths0 out. shall tht lushmatms . ,fS...v.....f,fu,ua.,addaM.s alt.. atisms ,., this Pt its. o, f , .,tL..a In jt.,ts, u l..as t1... Ow,,.., ohu,;us 1.„ p, ;.,, .o ht... d,.. toasalmata. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations,, Ii,.o„a..a not otherwise provided in this Agreement. 1.3.2.5 All,lans and drawings will be. r-. ared and submitted. Architect to Owner for a , royal on a minimum 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 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. 1.33 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 ,.. ;,...1 by in da. ab au„w of u,alual ag.wu,a.u, �„ ..i1.. s, 11... A,.,lu,wt ai,all u.,i ly u,.. Vw,,.,, p „o, w y,o„u,,,� awr. a.,, v,wa. a ua.. out. J.u,us tha, all m , pa.. of sa„ L CL.a, ;., S.,, . ;....a ■a not ,.. t1.t o,,..,, shall ;.s p,u,upt vviiaL.,■ s l ..,,dtlu t1.., A,,.h ;t.,..t to au mljus, L..,uu,p...math ,. p,.. auau, to Pa. a a C,.p..,,a..a J.a..;h..J 6, Sub, a ayh 1.3.9.2 a J I4„a 1.5.5. However, it is expressly agreed and understood by all parties that the total sum of $99,660.00 plus reimbursable expenses in the total sum of $7,500.00 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. thcfellow1. ..h.,u,,,sta„t,s aff 3,...4.,hd.,..l's fug t1... 11uj...l 11,.. A...1.;.,... shall h....,tit1.,J to ao ad ;„ 7 i aLu,. lu, and all....Ja,.w a. a p .bI I.w,u.s, a J„pu,..,wul uT.uu 6u a ...Sai P ,...wp .7 change- 'urN>c- infi,,.,auuu w„La,�,..J i,. A.t..,l., 1.1. 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 a,Glaho. of lu u .. p•u..wJ�..g, by ..itl..., panty. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediationo. L a, b;aaG..... 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation t1.. pa, d.,, mutually as...co,,.,, vr;,., ,Lall L.. L. a.....,.Ja,.w „ith Request for mediation shall be filed in writing with the other 1.33 ARBITRATION party to this Agreement a.LiLatiu L a. ...a. ....,t, mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 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 ,, Ji,pa..., a.,J .11, .. � aau..,.. L, yu..,t: L..t..w.. th. a,trn-tn,M1..... pa.. al wu. lu IMP ,,...a ,Wall l.u..Iw Ia. Tu, (*& a.,.. . .4 r\o aab ,l.auw. 41131.116 oul v. a, ... tug ya , t, p ..uo. luvvl vans au aCLL..,.,aul pu! tAii.ny a la u.,. VI VI 'III W.tl, app L.,aLI.. law In any wu.. I.a +,us ju..,J is, u t. 8 .w. , a ,., a...,...a wa., u .., w 13 u.,uo., u y u p ut 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 1.3.8 TERMINATION OR SUSPENSION 13.7.1 This Agreement shall be governed by th i„ /.o 1. 4.2 laws of the state of Texas and venue shall lie in Williamson County. Texas. 13.7.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 1.3.73 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. 13.7.4 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. 13.7.5 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 Owners confidential or proprietary infomration 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. 1.3.7.6 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. 13.7.7 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written 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. 1.3.8.1 If the Owner fails to make payments to the Architect in substantial compliance with this Agreement, such failure shall may be considered substantial nonperformance and ...,,,,,,,, ,,,, ,, , ,,t 11,,, A,chiteet',, ion, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven fifteen (1 51 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 6 a�� „ A ,., hh ..,. 1 ��,., , ,, The Architect's fees for the remaining services 9 and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total sum of $99,660.00 plus reimbursable expenses in the total sum of $7,500.00 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. a„ l tl G, „, >L,h..Juh,., stall L., .. uJju >t..J. 1.3.8.3 HI, 5„ tba., 70 du, grwu,..0 oy 6 -.- -o.4 ris-A upou um. y .,obo.uuhully of thin ,,., fault „f 2,.. pa, Ly 411114111% ti . 1.3.8.7. y v...., y ,.,,,«,...,11,tr..,,3au.,,n. u1, 3,1 V 1,1, V U,..n g ,,,,,,,,,,,,, 11 Du4.lrl.,,v1..11111111111 rU1 w 1,11 t,a11.11. o1.,,.,, w,a..wi,r e. 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 (151 days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data designs and work related to the Project shall become the property of Owner upon termination of this Agreement and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 1.3.8.3 Nothingcontained in Section 13.8.2 immediately above shall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. 1.3.9 PAYMENTS TO THE ARCHITECT id -f.,, 1 0 t' oa. 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. 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications; v 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .6 .,n P ..., v. luu.0 ,.,yuwlW rly 1. vIIMAA m .7 reimbursable expenses as designated in Paragraph 1.5.5.; cmou....., oo,, y.., u ∎. , • (List other documents, if any, delineating Architect's scope of services) ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect, This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997, as herein amended. 1.4.13 Other documents as follows: (List other documents, if any, forming pan 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 B 141 -1997. 1.4.2 Special Terms and Conditions. Special terns and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION 13.1 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 $99,660.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage. travel and courier services shall not exceed the sum of $7,500.00 without prior express written approval from Owner. 1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, theArchitcct's compensation shall be adjusted. Such adjustment shall be calculated as described below s,., .f..,, .. lL.,,l,,f.,, j, 6,d�...,...d 1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1.00 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1.5.7 An initial payment of Zero and No /100 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. IL 4,.31 b....,...li...d t., t1,.. Ow,,.,, n a....oa „L at cad pa u,. at. 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 (301 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 hear 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 '/ %) per month (Usury laws and requirements under the Federal Truth in Lending Act, similar stale 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) 139 If tL.. .,.,..,,.,d b ha.., ,,.,t L....,, ,.s,,, rv;tl,;,, O ,,,.n,tt„ ad„.. dat,. L.,,...,C, da.,u ..,, f alt ..f that t;,,,.. alai{ b.. b ,p.a,aa,...l This Agreement entered into as of the day and year first written above. OWNER ARCHITECT CITY OF ROUND ROCK, TEXAS PAGE SOUTHERLAND PAGE, LLP By: Nyle Maxwell, Mayor ATTEST: Christine R. Martinez, City Secretary 12 B Matthew F. Kreisle III, Principal PSP Architects- Engineers, Inc., General Partner . 1 VOIPP'V':* o •tt W N alt �IJ cc63. • 1 ■so 6.■ Asti Southwest Downtown Infrastructures Improvements • • 0 r ROUND ROCK. TEXAS PAP.. Pli.111111 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON SUPPLEMENTAL AGREEMENT NO. 1 KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997 for the following Project: Professional master planning activities to identify the need for critical infrastructure improvements for the area of downtown bounded by Lake Creek, Round Rock Avenue, North Mays Street, and McNeil Road, including water and wastewater utility improvements, stonnwater detention, environmental treatment facility planning, and underground dry utilities such as electrical power, cable television, broadband service, and natural gas distribution systems. This Project will be an extension of the architectural master planning activities previously undertaken by contract between Page Southerland Page and City and, taken together, shall develop a common character for the "Municipal Office Complex" in Round Rock, and shall establish parameters for harmonious future projects within the MOC complex as the site is developed 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 -rule municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and /or "Owner") and PAGE SOUTHERLAND PAGE, with offices located at 606 West Avenue, Austin, Texas, 78701 -2725 (hereinafter referred to as "Architect "). WHEREAS, City intends to design and construct the Round Rock MOC Infrastructure Planning 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. I are as recited therein. WHEREAS, City desires to contract with Architect for provision of the therein- described services in connection with schematic design of the Round Rock MOC Infrastructure Planning Project, all as previously and hereinafter stipulated and within the Limits the City has budgeted or will budget therefor; and n. ME00.R2yntmoccnnsf000 809_ Talk, 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 that 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 Round Rock MOC Infrastructure Planning Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: 1. Develop Preliminary Civil Engineering Master Plan for MOC (a) Develop a pot - holing/trenching plan to identify existing utility locations and elevations; (b) Perform deed and easement research with the Williamson County Clerk's Office to determine current property ownerships, rights -of -ways, and easements within the proposed master plan area; (c) Establish horizontal and vertical control of the master planning area from the existing City of Round Rock's benchmarks utilizing GPS and conventional surveying methods; (d) Field locate the horizontal and vertical position of each utility line that has been uncovered. Elevations will be shown to top of pipe, with approximate pipe size (if possible); (e) Create civil engineering master plan with general grades, drainage and street/sidewalk improvements in MOC area; (f) Determine MOC proposed buildings finish floor elevations; (g) Develop underground utility master plan including new service requirements and utilities to be relocated within proposed master plan area; (h) Develop regional storm drainage master plan for MOC master plan area; (i) Develop regional non -point source stormwater pollution prevention plan for MOC master plan area; and (j) Coordinate grades of various parking options and areas within MOC master plan area. 2. Deliverables shall include a written report describing utility infrastructure recommendations, engineering calculations as applicable, utility plans and sections 2 identifying proposed utility locations and space management, record deed ownerships, dedicated rights -of -ways and recorded easements for the master planned area. All electronic drawings shall be submitted in AutoCad release 2000 or as determined by City. 3. Page Southerland Page shall engage the services of Delta Survey Group, Inc. to perform the field survey and easement investigation work identified herein in this Scope of Work section. For purposes of this Scope of Work, the following assumptions have been made: (a) (b) (c) 50 pot - hole /trench locations that will require horizontal and vertical identification; A minimum of two utility trenches will be open at one time to perform the utility identification surveying; Actual trenching/pot- holing will be performed by the City or by a subcontractor engaged by City. Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly authorized by City Council Resolution, Architect's total compensation for services hereunder shall not exceed $99,660.00, plus Reimbursable Expenses up to a limit of $7,500.00. These amounts represent the absolute limit of City's liability to Architect hereunder unless same shall be changed by additional Supplemental Agreement hereto. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the services described below, and include such other services as may be necessary to assist City in the design of the Round Rock MOC Infrastructure Planning Project, within the limits 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 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 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 professional efforts to complete all services hereunder in accordance with such Performance Schedule. 2.02 Schematic Design/Design Development Phase. (1) Architect shall prepare Design Development Documents based upon the approved Schematic 3 Design Documents to include adequate specifications for elements of the Round Rock MOC Infrastructure Planning 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 Round Rock MOC Infrastructure Planning Project as to architectural, structural, mechanical and electrical systems, materials, and such other essentials as may be necessary and appropriate. The Schematic Design/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 may affect the established Project Budget shall be submitted to the Director with appropriate comments and recommendations prior to beginning the Construction Documents Phase. 2.03 Additional Services. Architect shall perform Additional Services, only as requested in writing 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 promptly to avoid unreasonable delay in the orderly progress of Architect's work. 4 3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, topography, 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. Architect may reasonably rely on the accuracy of information provided by City. 3.04 Tests and inspections. City shall furnish or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests, reports and inspections required by law or the Project. ARTICLE IV PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: Basic Services $ 99,660.00 Reimbursables $ 7.500.00 Total $107,160.00 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 the 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 5 Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. ARTICLE 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 Agreement either for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. 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," 6 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. 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 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, its employees, subcontractors, agents and consultants. 8.02 Indemnification (Damage Claims). Architect agrees, to the fullest extent permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorney's fees) to the extent caused by Architect's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of his or her subconsultants or anyone for whom Architect is legally liable. Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorney's fees) to the extent caused by Owner's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the Project the subject of this Agreement. 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 Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily. Architect shall 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. 7 (a) If Architect defends City against such claims, the 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 under this section for any claim of infringement based upon the modification or alteration of the designs, plans or specifications prepared under this Agreement subsequent to the Project by City, or by any engineering consultant subsequently employed by City. (d) The foregoing states the entire obligation of Architect with respect to infringement of patents and copyrights. (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 purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and 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. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 8 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: 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) The Tenn "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and /or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self - Insured Retentions of whatever nature. (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" herein 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 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 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. 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 of execution hereof until 120 calendar days thereafter. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: Completion of services not later than 120 days from date of execution hereof. Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of this Agreement by express written agreement of the parties. (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 services required under this Agreement in a 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. 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 may constitute a material breach of this Agreement. Architect shall 1 0 be responsible for its delays or for failures to use professional efforts in accordance with the teens 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 herein without City's prior written authorization 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: 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: Michael J. Mace, AIA, Senior Vice President Page Southerland Page 606 West Avenue Austin, Texas 78701 -2725 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. 11 CITY OF ROUND ROCK By: Nyle Maxwell, Mayor ATTEST: Christine R. Martinez, City Secretary PAGE SOUTHERLAND PAGE By: Matthew F. Kreisle III, Principal PSP Architects- Engineers, Inc., General Partner I2 DATE: October 4, 2002 SUBJECT: City Council Meeting — October 10, 2002 ITEM: 13.D.2. Consider a resolution authorizing the Mayor to execute a Standard Form of Agreement between Owner and Architect with Page Southerland Page (PSP) for the Southwest Downtown Area Infrastructure Improvements to develop a masterplan of roadways and utility improvements Resource: Jim Nuse, Chief of Operations/Assistant City Manager Larry Madsen, Construction Manager History: The planning, design and citizen participation process for the Municipal Office Complex identified the need for critical infrastructure improvements in the southwest downtown area. The contract is in the amount of $99,660 with an allowance for reimbursables of $7,500 for a total contract amount of $107,160. Funding: Cost: $107,160 Source of funds: Capital Project Funds (2002 Go Bonds) Outside Resources: Page Southerland Page Impact/Benefit: This project is critical in achieving the redevelopment objectives that were developed by the City, downtown businesses and residents, and citizens at- large interested in helping Round Rock maintain a thriving downtown. Public Comment: The citizens of Round Rock approved it in November 2001. Sponsor: N/A Mayor Nyle Maxwell Mayor Pro-tem Tom Nielson Council Members Alan McGraw Carrie Pit Scot Knight Isabel Gallahan Gary Coe City Manager Robert L. Bennett, Jr. City Attorney Stephan L. Sheets ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. October 21, 2002 Michael J. Mace, AIA, Senior Vice President Page Southerland Page 606 West Avenue Austin, TX 78701 -2725 Dear Mr. Mace: The Round Rock City Council approved Resolution No. R- 02- 10 -10- 13D2 at their regularly scheduled meeting on October 10, 2002. This resolution approves the Agreement with Page Southerland Page, L.L.P. for the Southwest Downtown Area Infrastructure Improvements. Enclosed is a copy of the resolution and original Agreement for your files. If you have any questions, please do not hesitate to contact Larry Madsen at 218 -5552. n cerely, Christine R. Martinez City Secretary Enclosure CITY OF ROUND ROCK 221 East Main Street • Round Rock, Texas 78664 Phone: 512.218.5400 • Fax 512.218.7097 • www.ci.round-rock.tx.us Mayor Nyle Maxwell Mayor Pro -tent Tom Nielson Council Members Alan McGraw Carrie Pin Scot Knight Isabel Callahan Gary Coe Clty Manager Robert L. Bennett, Jr. Clty Attorney Stephan L Sheets ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. October 21, 2002 Mayor Dennis Kincheloe City of Burnet 1001 Buchanan Drive, Suite 4 Burnet, TX 78611 Dear Mayor Kincheloe: The Round Rock City Council approved Resolution No. R- 02- 10 -10- 13B2 at their regularly scheduled meeting on October 10, 2002. This resolution supports the efforts of the City of Burnet in its endeavor to construct and maintain a Texas State Veterans' Home. Enclosed is a copy of the resolution for your files. If you have any questions, please do not hesitate to contact Bob Bennett at 218 -5401. Christine R. Martinez City Secretary Enclosure CITY OF ROUND ROCK 221 East Main Street • Round Rock, Texas 78664 Phone: 512.218340o - Fax: 512.218.7097 • www.ci.round- rock.tx.us Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services This document has imporbint legal consequences. Consultation with an attomey 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 )'EAI7(,/ ( /0 ) day of the month of O.rDQER..i 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 AIA DOCUMENT B141- STANDARD FORM AGREEMENT - 1997 EDITION -AIA- COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 201106 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. Thisdocument was electronicallypmduced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. O: :..dox \C0RR01ancuora,000SS808. W Pmijkg 2-(12-/040-/3.D.2,/ AIA Document B141 -1997 1997 Edition - Electronic Format Electronic Fonnat 8141 -1997 Page #11 and the Architect: (Name, address and other information) Page Southerland Page, L.L.P. 606 West Avenue Austin, Travis County, Texas 78701 -2725 For the following Project: (Include detailed description of Project) Professional masterplanning activities to identify the need for critical infrastructure improvements for the area of downtown bounded by Lake Creek, Round Rock Avenue, North Mays Street, McNeil Road, and 135 on the west side, including water and wastewater utility improvements, stormwaterdetention, environmental treatment facility Diann ing, and underground dry utilities such as electrical power cable television, broadband service, and natural gas distribution systems. This Project will bean extension of the architectural master planning activities previously undertaken by contract between Page Southerland Page and City and, taken together, shall develop a common character for the "Municipal Office Complex" in Round Rock, and shall establish parameters for harmonious future projects within the MOC complex as the site is developed. The Owner and Architect agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable, ""unknown at time of execution" or "to be determined later by mutual agreement.') 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Identibi or describe, if appropriate, proposed use or goals.) Professional master planning activities to identify the need for critical infrastructure improvements for the area of downtown bounded by Lake Creek, Round Rock Avenue, North Mays Street, McNeil Road, and 135 on the west side, including water and wastewaterutility improvements, stonnwater detention, environmental treatment facility planning, and underground dry util ities such as electrical power, cable television, broadband service, and natural gas distribution systems. This Project will be an extension of the architectural master planning activities previously undertaken by contract between Page Southerland Page and City and, taken together, shall develop a common character for the "Municipal Office Complex" in Round Rock, and shall establish parameters for harmonious future projects within the MOC complex as the site is developed. 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size. location, dimensions, or other pertinent information, such as geotechnical reports about the site) The area of downtown Round Rock bounded by Lake Creek, Round Rock Avenue, North Mays Street, McNeil Road, and 135 on the west side. 1.1.23 The Owners Program is: (Identify documentation or state the manner in which the program will be developed.) Scope of Work includes the following: (1) Develop Preliminary Civil Engineering Master Plan for MOC a. Develop a pot - holing /trenching plan to identify existing utility locations and elevations ($10,300.00); b. Perform deed and easement research with the Williamson County Clerk's Office to determine current property ownerships, rights -of -ways, and easements within the proposed master plan area (4,100.00); c. Establish horizontal and vertical control of the master planning area from the existing City of Round Rock's benchmarks utilizing GPS and conventional surveying methods (1,200.00); d. Field locate the horizontal and vertical position of each utility line that has been uncovered. Elevations will be shown to top of pipe, with approximate pipe size, if possible. Assumes 50 pot- holcltrench locations ($7,150.00); 2 Create civil engineering master plan with general grades, drainage and street/sidewalk improvements in MOC area ($16,500.00); Determine MOC proposed buildings finish floor elevations (54,900,00); Develop underground utility master plan including new service requirements and utilities to be relocated within proposed master plan area ($19,560.00); Develop regional storm drainage master plan for MOC master plan area ($12,850.00); Develop regional non -point source stormwater pollution prevention plan for MOC master plan area (516,500.00); and Coordinate grades of various parking options and areas within MOC master plan area ($6,600.00). Deliverables shall include a written report describing utility infrastructure recommendations, engineering calculations as applicable, utility plans and sections identifying proposed utility locations and space management, record deed ownerships, dedicated rights -of -ways and recorded easements for the master planned area. All electronic drawings shall be submitted in AutoCad release 2000 or as determined by City. Page Southerland Page shall engage the set of Delta Survey Group, Inc. to perform the field survey and easement investigation work identified herein in this Scope of Work section. For purposes of this Scope of Work, the following assumptions have been made: a. 50 pot - hole/trench locations that will require horizontal and vertical identification; b. A minimum of two utility trenches will be open at one time to perfonn the utility identification surveying; c. Actual trenching/pot - holing will he performed by the City or by a subcontractor engaged by City. 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 $99,660.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage, travel and courier services shall not exceed the sum of $7 500.00 without prior express written approval from Owner. 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling) 120 calendar days from execution of this Agreement 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 architectural 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 1.1.3.1 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 3 1.13.2 The persons or entities, in addition to the Owners Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information) City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 1.1.3.3 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) Not selected at this time. 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information) Michael J. Mace, AIA, Senior Vice President Page Southerland Page 606 West Avenue Austin, Texas 78701 -2725 1.13.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identifit them by name and address) Delta Survey Group, Inc. Austin. Texas 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of A IA Document A201 w,,.,i. as of tI dat..,f tl,h A a, as follows. as modified 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. Butt. v a,. ha, h.,.. s...,......, 5 id<. . tha .a.,.i, III f .,,.a d ,,,, ,„ay , ;,, lLal.....l l w a., Ga app. op,;a..,aJauAu.,..,..a ,, L ., J aI.,,..,,,. Y .,..a.. . 6,. 5 .. .. I�.a I ,3.3. However, it is expressly agreed and understood by all parties that the total sum of 599,660.00 plus reimbursable expenses in the total sum of $7 500.00 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. 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: Water and wastewater modeling, tree and topographic surveys, geotechn ical investigations. 4 1.2.2.2 11 .Ow,,.., aball P.,d.,d:,,all updad. 11 . bal f.,. the n j....., L,,.IudL 1 that P ,,, that all....al.J fa. W., C.,at 4 11,.. W.,,1.. Th. Ow ,1.,.,Lollvv. P .,, G.o,.,fth..LaJ V.. W . , , A, v, ...,�� L ,. I a d . J : , � t .,..,a L ,. J t.,..a a t,.,, G„,. „ tI . lb 8,1., P.,,. .hoax., i., ti,. n "'J a,, yaa ty. The Owner shall establish andperiod lest ly update the budget for the Project. 1.2.2.3 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 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 furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Architectto 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. 1.2.23 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. Ow,ter Each party shall provide prompt written notice to the A,.ha..et other if J.. Ow,,., either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.2.8 Owner shall furnish, or direct Architect to obtain at Owner's expense, a certified survey of the site giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions easements, encroachments zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees: and full information as to available service and utility lines, both public and private, and test borings. pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included 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 ty of Round Rock General and Supplementary Conditions for Buildi ngConstmction, Instructions to Bidders, Proposal Forms Wage Rates, Contract and Bond Forms Bid Advertisement Form, and such other information and materials as maybe necessary and practicable for the orderly and expeditiousprogress of the work and the awardingofthe construction contract. To the extent practicable, these documents shall be utilized in the preparation of the construction documents. 1.2.3 ARCHITECT 1.23.1 The services performed by the Architect, Architect's employees and Architect'sconsultants shall be as enumerated in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and in related documents. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owners approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Subparagraph I. 1.2.6 and which shaft 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 Owners consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 5 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. 1.2.3.4 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. 1.23.6 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,.dJI....t Each party shall provide prompt written notice to the a veer other i fil... A,.,IJ L..,I either becomcs aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 13 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 1.3.1.2 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 tL..;, for Contractor's overhead and profit. {a wa. ,....Cu..,.»,.Ls shall LPL ,,,a, ,,.,,, a, I J,,,., .. is f , .,ha., '° - s a , �.,a .,, - urc rrorer. 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. 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. 11.. A,.,Li,...,, a.. J J... A,..h;t.....', .,.,,,salta„Ls shall b.. a „J awn, ,Jr S. a„J ball ,.,,a;,, all,,,, ,,,,,,,,,, law, stataw,y sht.,, ;,,..IuJL 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 acknowledged by law in the Project designs and work product developed under this Agreement. Copies may be retained by Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or anyone connected with Architect, including agents, employees, consultants or subcontractors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. 13.2.2 Upon execution of this Agreement, the Architect grants to the Owner auv,a.a.Ju>; permission to reproduce the Architect's Instruments of Service srdely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect 6 shall obtain similar uo,......,lu,i.. If and upon the date the Architect is adjudged : in default of this Agreement, t1... f..,.,soh,s Gu,.,,,., aLall L,, duu,...4 t .,,.,,:oat., 1 an ,.,p la....1 by ,....o „ 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 Serviceaolely for the purposes of completing, using and maintaining the Project. 1.3.2.3 C,..., tfin d,.. l:.. .,,,a.,, 1.3. 2.2,,,.,ud,...L....,,,.,o,,i511 hull L.J.,,,,,ud „ad.,, 6„ y li,..} ti The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer anyl:u..,,,., permission granted herein to another party without the prior written agreement of the Architect. However, the Owner shall bepennitted 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 U....,,a., s ,a „1...J Lr C„L 1.3.2.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. uu rights-ef9,.. A,..hit....t arid tb., Ara-Asa-Cs uu,,,alta„ tot. TL., Ow,,.., ,hall „o, It.., a.:o„a w 1l,, ,,J.. >, ti,., wu.., obta6,a th, y ,; o. w, At.. „„ „,.,,,t ..fth.. A,..Lit...t a „dd ,,uoaulta,d,. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. 13.2.4 Prior to the Architect providing to the Owner arty 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 ofService or electronic data, including any special limitations _ not otherwise provided in this Agreement. 1.3.23 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 1.3.2.6 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 permission from the Architect's consultants consistent with this Agreement. rhry Y 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if ,., „1...J by L., yo „ J t A .u Ld .,,. f , u „ „ o u , if t1.,. A.uLL..ut a.,,.i,,ua a,u alT t.,J a., Ju,,, f ay S ubya, a 1 .3.3.2. 11. th., aba.. of „,u.ual a L, wr it,,, tl,.. Ara it...., ,hall „A ily t1... Ow p.6,..o p,ov:di g sod, smyiss.a. If the w,,.,. d..., „a that all or a par t of soar C1.,.,. L. 5.., ia riot ,.. t1.., Ow,. ,.hall s :vu y ,o,,, y ...,;«.., ,.u t:.,., r's,..L:,....t, arid ti,. A,..L;t.,.,t ,Lail La,.. „u .Ll: y ,oy:J., tioau C......,-pt f , a ..ao do.. to d, . Lath. of J,. 1,5.2, mid t„ an R.,:u,Lo„abl.. C„ J..a.,:L.,J :,, SoL 1.3.9.2 a„31 a,a 1.5.5. However, it is expressly agreed and understood by all parties that the total sum of $99,660.00 plus reimbursable expenses in the total sum of $7,500.00 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. 13.3.2 If an of d,.. follow , uuo ,ata aff t 1 A,..hit.,.. 'a >.., f,.1,. \,....,, t1,..A,..Lil...,. al.all L., .ntitl.,J to a,r apy,uy,:al., aJjoaLount ;„ lh., A,.,Ldwl'a a.. .1 ..La „ t1... ;n,1. „,.tio,,, or ..p s; b ti,.. O....... 11,1 „dalu .,io,,, L, 1 „a„ou,...a of 5.,, y • 7 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 as a ...Wt t ,,.,.d,. , to ., b,tat,,,.. ,,. tl,, ,,, ,tuti.a, „f L. g al,,, , p,u...d ; „ b ..;16.,. N..,ly. if such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediationv, b 13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation wl,,J,, a„ 1.,,1 1., pa, G .,, actuallyag,... o, L U. w : ,.,,L ailL.:.,a..o,Ja,,....:t1 ih.Cv,,,Lu.t:oaI „Ju,u y M,d:adu,r itul�, of d,. Au,.,:.au A,L:LaJ.„ A „o.;a,:u „.u.,.,,dy ;,..(f..t. Request for mediation shall be filed in writing with the other party to this Agreement , .. of a J . o aaJ f „ a,La,utL„ ba, ,,,,,h .,,..,.t; mediation shall proceed in advance of a,La,al:o„ o, legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 13.4.3 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. 13.5 ARBITRATION s U,t tL. A,.I„t.., „ paoy J,...lu, .7.La„ II, ;aka ..vutaiu..J:,,A.J.l.I.1. , ., M gu rm u, ,.ra,.umwu ng 1.3.5.2 Cla:u,,, d,, mid oiL.,, ,oat...., L, M u.,do„ L.t, ,,,, d . pa,ti . that a,. not ,.,u1o..J by a ,Loll b. d.,,:J,..d b a,bitmfam w1J.l y ab ,..., y,...ff..t.TL.J.,ua „J Cu.a,6:bat:o,,,L I1b.fLJL.w,i .g „ a ,.a,o„abl. t6, aft.., .1 I , d' put, o, o,I,.,. ,oats.. ;.. M . ”" '”' 1 as s ry .,u,.. tethisAgreemcma,.J,:gu.,JbyLI..O nu,. A ..L:,..., mar auy.,th.,p..,u „u,., day,,, ugLtt ., L.ju:,..J.Con,.ataa,bamtkar 8 13.55 TL.,,, ,d ,c „dc,cd by 51... a.b:bu,o, ,,, a,L;aato„ ,hall L. final, a j.J ma L, axmadau.. 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. 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 I.3.8. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by th J .,t tL.. .,,, .,l..,,.. ,,, v ,., i„ Pte, a 1.4.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas. 1.3.7.2 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 1.3.7.3 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. 1.3.7.4 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. 13.73 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 Ownefs promotional materials for the Project. 13.7.6 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. 13.7.7 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neithcr 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 substantial compliance with this Agreement, such failure shat[ may be considered substantial nonperformance and ,.. G„ t,,,,,,,,,,..i..,, v,, a ;,,,t, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven fifteen (15) days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non - disputed sums due prior to suspension w .d ,...y 6,,.,,,1 .. JL„ L ., L . t ..,,., Yh.,,�,,,,d,w,,,,,yti.,,, .,ft1,., A..,IJ....,,� • 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 '.99 660.00 ,lus reimbursable ex,enses in the total sum of '.7 500.00 shall r .resent the absolute limit of Owner's 9 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. 1.3.8.3 Ifth., u,p...J..d 6,, ,..v,. dun, 90.v..a..udv. Ja J,. A..Lit...t 1114, t....J..4t. t ld , A s.......... L y s;■■■■s y a' w..1..�, .,..f... L y .;tl.., parry upv11 ,..,t l.aa t tau oui./ tug ,hallyt., fin At. AI, a..v,Ja..w, tl. tL. t..... avfd,; aAs..... 1...11t(IL fa ..lt.,ftl..pa.t ;4.L.s di, t., 13.8.5 TIC„ A L. n.., ,,L,al.,1 Ly tl,.O,v,,., ..p,,,, not Laa [hall Ja ..,;11.11 „vt ;.... tv tL. A.. L;....t w.... w „�.,,......, a,.1 ., ;tL r.. 1. 3. 8. 611. 8 L .,.......tv81..,,.. ;nalLu,..v.LI, f ultuft11. A.. 1. At.... t, tL.A,.IL..[.a1,31 t ' t ' 1.3.9 PAYMENTS TO THE ARCHITECT .l.m, w wu.pwaal.v. I... ❑o n.. v ...m of tL. am i L ,L0bI. N 4,..,,,..11.. u.. Iv. 0(111.1, n.. A1. r.., .a 11vt vu,.. ,..a...n11p.11autw p ,ua a.. 11..,111111.. p.vt.. va.�. vt n.. ,,,, v...a .wt p., ..,,11. vy .,,. ,,..,..,..t. 10 .,p 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 fonn without restriction on future use. Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 13.83 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. 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. 13.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out- of-town travel and subsistence, and electronic communications; .2 lip., paid f ,..u.;,. app,vval of 411th.» ilea ].avi.. ju. ;,J ;.t ;..,. vv., d.. Rwj..t, 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .6 .... pcu, .-.,fp...f..,,i.,,.al liabilit ;n dali.,ut.,d.,...,1os t„ this f dd I .7 reimbursable expenses as designated in Paragraph 1.5.5.; .o .,u w, .11111 al m...0 i, .g.,.,.,., at,u .,np.n,auu.., 1.3.9.3 R.,..,. da., fR.. L., bu, ,ab1.C..p.u,.,,of.np.o,.,p..ta" n In SLi viLLs, a.. J., fa ....i,...ap... 1.3.9.4 D6..... R.a,,,.,,..1 Csp.,.,.„d.S,..J a, tl, JL.a,ala L,, ofd,., A,.Jd,....t, p.,,.,,...1.,, tl... Il>;..... ),1,11 A.1111.3 G Juan J at.,,y .,.,.ay. old, d.a%.,,,. >a „d y .,,..ploy 1.4.13 Other documents as follows: (List other documents, if any, forming part of the Agreement) y 411 II ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997 as herein amended. 1.4.1.2 Stm, Ja.JF,,,..,,,fA,..1.itoL.',S.,. D..,i and Conti ,J. Asha inist.ation,AIAD,,.u..,..,tBI41 1997,.,,a,foHowr. (List other documents, if any, delineating Architects scope of services) * "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 13 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 $99,660.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage, travel and courier services shall not exceed the sum of $7,500.00 without prior express written approval from Owner. 1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below o., if.,.,...at.,,J.,fadj„ >.,.,..,. i, L.J;..at.d in J■i, fL. a 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one ( 1.00 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by the Architect, and the Architect's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1.5.6 TL.. ,,f 1I.. A...bit.,..1.0J 1.5.7 An initial payment of Zero and No /100 Dollars ($ 0.00 shall he made upon execution of this Agreement and is the minimum payment under this Agreement. _. .. 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 ram 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) J,1 ...,...... Ly tl..a A x............ L.. .,., ...... .......p w y This Agreement entered into as of the day and year first written above. Mayor OWNER CITY OF K, T A By ATTEST: Christine R. Martinez, City Secretary r Matthew F. Krcisle 11I, Principal as officer of PSP A -E, Inc. 12 ARCHITECT PAGE SOUTHERLAND PAGE, LLP By: PSP Architect- Engineers, Inc., Managing Partner THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON 0,,dax: CORK ,014..onsN001135 %IIV_WPO/jkg SUPPLEMENTAL AGREEMENT NO. 1 WITNESSETH: KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997 for the following Project: Professional master planning activities to identify the need for critical infrastructure improvements for the area of downtown bounded by Lake Creek, Round Rock Avenue, North Mays Street, McNeil Road, and I35 on the west side, including water and wastewater utility improvements, stormwater detention, environmental treatment facility planning, and underground dry utilities such as electrical power, cable television, broadband service, and natural gas distribution systems. This Project will be an extension of the architectural master planning activities previously undertaken by contract between Page Southerland Page and City and, taken together, shall develop a common character for the "Municipal Office Complex" in Round Rock, and shall establish parameters for harmonious future projects within the MOC complex as the site is developed all as are more specifically identified and described in the accompanying AIA Document B 141 -1997. This Supplemental Agreement No. 1 is made and entered into as of the 1 D day of C 1Dt3U, , 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 PAGE SOUTHERLAND PAGE, with offices located at 606 West Avenue, Austin, Texas, 78701 -2725 (hereinafter referred to as "Architect "). WHEREAS, City intends to design and construct the Round Rock MOC Infrastructure Planning 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 schematic design of the Round Rock MOC Infrastructure Planning Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and 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 that 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 Round Rock MOC Infrastructure Planning Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: 1. Develop Preliminary Civil Engineering Master Plan for MOC (a) Develop a pot - holing/trenching plan to identify existing utility locations and elevations ($10,300.00); (b) Perform deed and easement research with the Williamson County Clerk's Office to determine current property ownerships, rights -of -ways, and easements within the proposed master plan area ($4,100.00); (c) Establish horizontal and vertical control of the master planning area from the existing City of Round Rock's benchmarks utilizing GPS and conventional surveying methods ($1,200.00); (d) Field locate the horizontal and vertical position of each utility line that has been uncovered. Elevations will be shown to top of pipe, with approximate pipe size, if possible. Assumes 50 pot - hole /trench locations ($7,150.00); (e) Create civil engineering master plan with general grades, drainage and street/sidewalk improvements in MOC area ($16,500.00); (0 Determine MOC proposed buildings finish floor elevations ($4,900.00); (g) Develop underground utility master plan including new service requirements and utilities to be relocated within proposed master plan area ($19,560.00); (h) Develop regional storm drainage master plan for MOC master plan area ($12,850.00); (i) Develop regional non -point source stormwater pollution prevention plan for MOC master plan area ($16,500.00); and (j) Coordinate grades of various parking options and areas within MOC master plan area ($6,600.00). 2 2. Deliverables shall include a written report describing utility infrastructure recommendations, engineering calculations as applicable, utility plans and sections identifying proposed utility locations and space management, record deed ownerships, dedicated rights -of -ways and recorded easements for the master planned area. All electronic drawings shall be submitted in AutoCad release 2000 or as determined by City. 3. Page Southerland Page shall engage the services of Delta Survey Group, Inc. to perform the field survey and easement investigation work identified herein in this Scope of Work section. For purposes of this Scope of Work, the following assumptions have been made: (a) 50 pot - hole /trench locations that will require horizontal and vertical identification; (b) A minimum of two utility trenches will be open at one time to perform the utility identification surveying; (c) Actual trenching/pot- holing will be performed by the City or by a subcontractor engaged by City. Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly authorized by City Council Resolution, Architect's total compensation for services hereunder shall not exceed $99,660.00, plus Reimbursable Expenses up to a limit of $7,500.00. These amounts represent the absolute limit of City's liability to Architect hereunder unless same shall be changed by additional Supplemental Agreement hereto. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the services described below, and include such other services as may be necessary to assist City in the design of the Round Rock MOC Infrastructure Planning Project, within the limits 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 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 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 professional efforts to complete all services hereunder in accordance with such Performance Schedule. 2.02 Additional Services. Architect shall perform Additional Services, only as requested in writing by City, after a not -to- exceed amount has been mutually agreed upon in writing by the Director and 3 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, clari fication, 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 II1 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 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, topography, 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. Architect may reasonably rely on the accuracy of information provided by City. 3.04 Tests and inspections. City shall furnish or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests, reports and inspections required by law or the Project. ARTICLE IV PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: 4 Basic Services $ 99,660.00 Reimbursables $ 7 500.00 Total $107,160.00 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/subphase is abandoned or suspended, in whole or in part, Architect is to be paid for services performed on account of it prior to receipt of written notice from City 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 the 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 Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. ARTICLE 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. 5 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 Agreement either for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. 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. 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 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, its employees, subcontractors, agents and consultants. 6 8.02 Indemnification (Damage Claims). Architect agrees, to the fullest extent permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorney's fees) to the extent caused by Architect's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of his or her subconsultants or anyone for whom Architect is legally liable. Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorney's fees) to the extent caused by Owner's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the Project the subject of this Agreement. 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 Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily. Architect shall pay any and all resulting costs, damages and attorney's fees finally awarded, provided that: (1) City promptly notifies Architect in writing of the claim; and (2) Architect has sole control of the defense and all related settlement negotiations. (a) If Architect defends City against such claims, the City Attorney shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non - infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request of Architect, in which instance City has the sole option to either require Architect to perform new design work at Architect's sole expense, or to terminate this Agreement. (c) Architect has no liability under this section for any claim of infringement based upon the modification or alteration of the designs, plans or specifications prepared under this Agreement subsequent to the Project by City, or by any engineering consultant subsequently employed by City. 7 (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 purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and 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. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 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: 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) The Term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and 8 agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self - Insured Retentions of whatever nature. (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" herein 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 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. 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 of execution hereof until 120 calendar days thereafter. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: Completion of services not later than 120 days from date of execution hereof. Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of this Agreement by express written agreement of the parties. 9 (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 services required under this Agreement in a 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. 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 may constitute a material breach of this Agreement. Architect shall be responsible for its delays or for failures to use professional 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 herein without City's prior written authorization 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 10 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: 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: Michael J. Mace, AIA, Senior Vice President Page Southerland Page 606 West Avenue Austin, Texas 78701 -2725 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. 1C -0,9 /0-)0- approved by the City Council on M. 7-066R., /0 Joo , 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. a axwell, Mayor CITY By: ATTEST: l! O) Christine R. Martinez, City Secretary 11 PAGE SOUTHERLAND PAGE LLP By: PSP Architect - Engineers, Inc., Managing Partner Matthew F. Kreisle III, Principal as officer of PSP A -E, Inc. CERTIFICATE OF LIABILITY INSURANCE PRODUCER USI Insurance Services of TX 1946 S. IH035, Suite 301 Austin, TX 78704 LETTER B ISSUE DATE 10/7/02 COMPANIES AFFORDING COVERAGE LETTER A Security Ins. Co. of Hartford INSURED LETTER C PageSoutherlandPage 606 West Avenue LETTER D Austin, TX 78701 -2725 COVERAGES: 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 with the standard policies used by the companies, and hereinafter described. Exceptions to the policies are noted below. CO TYPE OF LTR INSURANCE GENERAL LIABILITY AUTOMOBILE LIABILITY EXCESS LIABILITY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY POLICY POLICY POLICY EFFECTIVE EXPIRATION NUMBER DATE DATE A PROFESSIONAL LIABILITY Architects/Engineers AEE0225040 03/01/02 03/01/03 Per Claim Professional Liability* Aggregate LIMITS General Aggregate $ Products - Comp /OP AGG $ Personal & Adv Injury $ Each Occurrence $ Fire Damage(Any one fire) $ Med Exp(Any one Person) $ Combined Single Limit $ Bodily Injury (Per Person) $ Bodily Injury (Per Accident) $ Property Damage $ Each Occurrence $ Aggregate _ WC Statutory Limits _ Other EL Each Accident $ EL Disease - Policy Limits $ EL Disease -EA Employee $ 55,000,000 $5,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESISPECIAL ITEMS /EXCEPTIONS: PROJECT REFERENCE: CIVIL ENGINEERING MASTER PLANNING FOR THE ROUND ROCK MOC *PROFESSIONAL LIABILITY ONLY: THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY PERIOD FOR ALL OPERATIONS OF INSURED. THE LIMIT WILL BE REDUCED BY PAYMENT OF INDEMNITY AND EXPENSE. 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. CERTIFICATE HOLDER LARRY MADSON CITY OF ROUND ROCK 221 E. MAIN STREET ROUND ROCK, TX 78664 SIGNALJRE OF AUTO I ED REPRESENTATIVE £:11. TYPED NAME: JIM JIMMERSON TITLE: EXECUTIVE AGENT