R-02-11-14-13B10 - 11/14/2002Mayor
Nyle Maxwell
Mayor Pro-tem
Tom Nielson
Council Members
Alan McGraw
Carne Pitt
Scot Knight
Isabel Callahan
Gary Coe
City Manager
Robert L Bennett, Jr.
City Attorney
Stephan L. Sheets
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
December 3, 2002
Mr. Keith A. Hickman, AIA
Opus 3 Architects & Planners
1517 East Palm Valley Boulevard
Round Rock, TX 78664
Dear Mr. Hickman:
The Round Rock City Council approved Resolution No. ,R -02 11=14 -':
1'3310 at their regularly scheduled meeting on November 14, 2002.
This resolution approves a Standard Form of Agreement for the
schematic design of Fire Station No. 6.
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.
S 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 ct round - rock.tx.us
RESOLUTION NO. R- 02- 11- 14 -13B10
WHEREAS, the City of Round Rock desires to retain professional
architectural services for the schematic design of Fire Station No. 6,
and
WHEREAS, Opus Three Architects has submitted a Standard Form of
Agreement Between Owner and Architect with Standard Form of Architect's
Services to provide said services, and
WHEREAS, the City Council desires to enter into said Agreement
with Opus Three Architects, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Standard Form of Agreement Between Owner and
Architect with Standard Form of Architect's Services with Opus Three
Architects for the schematic design of Fire Station No. 6, a copy of
said Agreement being attached hereto as Exhibit "A" and incorporated
herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
..O17"A \NORLDOX \O, \0.DOX \0.SSOLUTI \0.311148.10 /zmc
A E T:
RESOLVED this 14th day of November, 2002.
CHRISTINE R. MARTINEZ, City Secretary
2
LL, 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 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
(7n words, indicate day, month and year)
BETWEEN the Architect's client identified as the Owner.
(Name, address and other information)
City of Round Rock
221 East Main Street
Round Rock, Williamson and Travis Counties, Texas, 78664
AIA Document B141 -1997
1997 Edition - Electronic Format
( ) day of the month of in the year Two Thousand Two.
AIA DOCUMENT 8141- STANDARD FORM AGREEMENT- 1997 EDITION- AIA- COPYRIGHT 1997 -THE AMERICAN INSTITUTEOF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S.
copynght laws and will subject the violator legal prosecution. This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
0,lwkn'CORINnNi,,M6 WPnjkg
EXHIBIT
Electronic Format 13141 -1997
Page #1
and the Architect:
(Name, address and other information)
Onus 3 Architects & Planners
1517 East Palm Valley Boulevard
Round Rock, Texas 78664
For the following Project:
(Include detailed description of Project)
Complete professional assessment, evaluation, planning, and design services related to construction of new facilities to house Round
Rock Fire Station #6 located at or near the Old Settlers Park area of' Round Rock, Texas.
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 dtspositionforthefollowing items by inserting the requested information or astatementsuch as "not applicable, ""unknown at time
of execution" or "to be determined later by mutual agreement,
Architect shall famish Program Development, Site Analysis, Preliminary Plans and Elevations Development, MEP Systems and
Structural Selection, Preliminary Estimate of Probable Costs Development, and Schematic Design for the referenced Project.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
( Identlfy or describe, if appropriate. proposed use or goats)
Round Rock Fire Station #6 shall house and support areas of fire operations and service.
Final scope of building d is to be determined at a later date by mutual agreement of the parties hereto.
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)
Round Rock Fire Station #6 is to be sited on property located at or near the Old Settlers Park area of Round Rock. Texas .
1.1.2.3 The Owner's Program is:
(Identify documentation or state the manner in which the program will be developed.)
Program Development Site Analysis Preliminary Plans and Elevations Development, MEP Systems and Structural Selection
Preliminary Estimate of Probable Costs Development, and Schematic Design for the referenced Project.
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 arc as follows.
.1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is:
Owner's overall budget for the Project is unknown at this time, and is to be developed and approved in conjunction
with receipt of information garnered from the performance of this Agreement. Architect's total compensation for
services hereunder shall not exceed the sum of $20,000.00, plus authorized reimbursable expenses in an amount not
to exceed 82,000.00. Customary reimbursable expenses include travel, copies, reproductions, presentations
telephone, postal or courier services, and all other similar expenses.
.2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is:
See text above in 1.1 2.5.1.
1.1.2.6 The time parameters arc:
(!dentfy ifapproprlate, milestone dates, durations or fast track scheduling)
Completion not later than 120 calendar days from date of 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. General contractor for
construction will be selected by statutorily- allowable delivery method.
1.1.2.8 Other parameters are:
(fdentifyspecial characteristics or needs of the Project such as energy, environmental or historic preservation requirements)
Unknown at this time.
1.13 PROJECT TEAM
1.13.1 The Owner's Designated Representative is:
(List name, address and other information)
Lam Madsen
Construction Manager, Public Works Department
City of Round Rock
2008 Enterprise Drive
Round Rock, Texas 78664
1.13.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the
Architect's submittals to the Owner are:
(List name, address and other information)
City Manager
221 East Main Street
Round Rock, Texas 78664
1.133 The Owner's other consultants and contractors are:
(Lest discipline and, if known, identj them by name and address.)
Not selected at this time.
1.13.4 The Architect's Designated Representative is:
(List name, address and other information)
Keith A. Hickman, AIA, Principal
Opus 3 Architects & Planners
1517 East Palm Valley Boulevard
Round Rock, Texas 78664
1.13.5 The consultants retained at the Architect's expense arc:
(List discipline and (known, identify them by name and address)
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 ofAlA Document A201w „u,t,U Ofth.,J,.t.,.,fdds A f Il.,..s. 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. pa, .1,a, ...... .............ga14.,t au, I'm f , r,,., hvaa,,, y.. L„ ng,,. ,nJ, ..,,..,
t'u, 6 p 1 .3.3. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $20,000 00
plus authorized reimbursable expenses in an amount not to exceed 52,000.00 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.
1.2.2.2
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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 requested in writing. the Owner shall furnish or pay for tests,
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for
air and water pollution, and tests for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
1.2.2.7 Each party shall provide prompt written notice to the A,.. hit.... t other ifd ,..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 famish, or direct Architect to obtain at Owner'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
sites, 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 tan 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) conies of the
City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms
Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as maybe necessary
and nracticahle for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent
practicable these documents shall be utilized in the preparation of the construction documents.
1.23 ARCHITECT
1.23.1 The services performed by the Architect, Architect's employees and Architect's consultants shallbe 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
my 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 theperformanceofthe Owner's consultants, and for approval of submissions
by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not,
except for reasonable cause, be exceeded by the Architect or Owner.
1.233 The Architect's Designated Representative identified in Paragraph 1.13 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the
Owner.
1.23.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.23.6 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 govemmental 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. TI.. A..ldt..t Each party shall provide prompt written notice to the Owner other if th,. A ..L:. ....t either
becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect.
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by
the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, plus is
:, for Contractor's overhead and profit. ;..,,L�il
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13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs
of the land, rights-of-way and financing or other costs that are the responsibility of the Owner.
13.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documcnts, 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.
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sl„lvtv. ..,.J .,tL., ,.., ...J .;5t. , :m.lad:mg .,.,pyught.. 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 fecfor 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.
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner m,.,,,......1��:...i .,...,.,nenniasion 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 t,v., lam;. G ,, permission from the Architect's consultants consistent with this Agreement. fray
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in default of this Agreement, tb., 'A.,.,,.,.. a la ll L.. J...,u,.,J L...6,,,t..J a l l ,..p b y „J . ............1„�:r..l:....,.�.,
pen: rifting the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where
permitted by law, to make changes, corrections or additions to the Instruments of Service solely for the purposes of completing,
using and maintaining the Project.
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A The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any i ermission
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 L I;..,.,.,.. 61 au ;.r
Subp.,,,,b,,,pl, 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. mu pubG..a ill„ ;,, 0,6u iv. . ul
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A..Iu,....t „�alta,u� 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 .. 1 .. nau not otherwise provided in this Agreement.
1.3.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by
36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when
the sheets are reproduced and reduced to half size.
13.2.6 Upon completion of the construction of the Project. Architect shall, within thirty (30) calendar days following final
inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplcmentally herein.
In addition, Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as - built conditions.
13.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion
of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect
what was changed or modified.
133 CHANCE IN SERVICES
133.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if , y uL l Ly
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It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $20,000.00 plus authorized
reimbursable expenses in an amount not to exceed $2,000.00 shall represent the absolute limit of Owner's liability to Architect
unless same shall he changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be
duly authorized by City Council resolution.
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1.3.4 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
aJ ,uuJ:Gu„plw,J..dlom :la %,1,1d1 nu: :km ., fl, balk,,. yu: iusuy.. ;tL.,y„lty. such matter relates
to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law
to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation.. Ly a,L:bat :u,..
1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation ,I.:,.h, 11... pat t .al.,utu..Ily aglwod„1,.;a,,31. 11t- L1 VW, . dull,,, v: dlth,. C ullabu..t:u11 L1duatly Mta;at;u.r
Rut uftL,A1 „1:,a.A.L;i Goll .:.,liu1...ullt.dly;.,,(T,t. Request for mediation shall be filed in writing with the other
party to this Agreement .,aL tl., Au.,,;,a„ A,b t AaJO,:a1:u,.. T1 1,1.4.141,a .....y L ..1114 J1....,11.u11.,11t NV; ..1 1:ug
o f .. .1 ,.1d f . a.t14 t ;VII L u., ill u, , ,o t, mediation shall proceed in advance of .1:...G.,,..,1 legal or equitable
proceedings, which shall be stayed pending mediation for aperiod of 60 days from the date of filing, unless stayed for a longer
period by agreement of the parties or court order.
13.43 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the
Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as
settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
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1.3.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or
relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without
limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 -14) or any applicable state arbitration statute,
except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined
in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the
arbitration proceeding.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out
of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either
party's termination in accordance with Paragraph 1.3.8.
13.7 MISCELLANEOUS PROVISIONS
13.7.1 This Agreement shall be governed by th..lavv
L, Par,,,a 1.4.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
1.3.7.2 Terns in this Agreement shall have the same meaning as those in the edition ofAIA Document A201, General Conditions
of the Contract for Construction, . .. as modified between Owner and Contractor.
1.3.7.3 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 oflimitations shall commence to run not later than either the date of Substantial Completion for acts
or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts
or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later
than the date when the Architect's services are substantially completed.
13.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions
of the Contract for Construction, Lau..atwalit, data oflh;.,Agrw,,,..at as modified between Owner and Contractor. The Owner
or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers
in favor of the other parties enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project
to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner
to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least 14 days prior to the requested dates of execution. TheArchitectshall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
13.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the
Project. In such event, the lender shall assume the Owners rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
13.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect in J.,.1..., substantial compliance with this Agreement, such
failure shall may be considered substantial nonperformance and fin t..,..,.. ,.I 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 f1S1 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 .ant ,a1y
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and the time schedules shall be equitably adjusted. It is expressly agreed and understood by all parties that, as to services
hereunder, the total sum of $20,000.00 plus authorized reimbursable expenses in an amount not to exceed $2,000.00 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.
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13.8.2 In connection with the work outlined in this Agreement it is agreed and fully understood by Architect that Owner may
cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of
Owner, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice
all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily
completed and shall be compensated in accordance with the 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 ofthis Agreement
and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner
subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing
information.
13.83 Nothing contained in Section 1.3.8.2 immediatelvaboveshall require Owner to pay forany 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 waiverofany right, at law or at equity, which Owner may have if Architect is in default, including the right to bring
legal action for damages or to force specific performance of this Agreement.
13.9 PAYMENTS TO THE ARCHITECT
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13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses in an amount not to exceed $2,000.00, 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;
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.7 reimbursable expenses as designated in Paragraph 1.5.5.;
.8 other similar direct Project related expenditures.
1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the
basis of hourly rates or multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized representative
at mutually convenient times.
13.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and
other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar
contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the
Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the
documents listed below.
1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA
Document B141 -1997, as herein amended.
(List other documents, if any, delineating Architect's scope of services)
1.4.13 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
"Supplemental Agreement No. 1" supplementing Standard Form ofkgreementBetween 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
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 hereunder shall not exceed the sum of $20,000.00, plus authorized reimbursable
expenses in an amount not to exceed $2,000.00, which sum shall include such items as travel, copies, reproductions,
presentations, telephone, postal or courier services, and other similar expenses.
1.5.2 If the services of the Architect arc changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be
adjusted. Such adjustment shall be calculated as described below u,,: f, r„ ..,..tl..,d.,f,.dju�.,.r..,.t;.,
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(Insert basis ofcompensation, includingrates and multiples of Direct Personnel Expensefor Principals and employees, and identify Principals
and classify employees, if required. Ident( specific services to which particular methods of compensation apply)
1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple ofone (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 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall
be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No /l00 Dollars ($00.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. it almll L i dh l t th 0,... S aw.,,a,d at f..al payu.....t. Subsequent payments
for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of the Architect's invoice, or not later than the time period
required under the Texas Prompt Payment Act, whichever is later. Non - disputed amounts unpaid sixty (60) days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time
at the principal place of business of the Architect.
(Insert rate of interest agreed upon)
One and one -half percent (I '''A %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar slate 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 af feet the validilyoflhlsprovision.
Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers)
1:5.27
This Agreement entered into as of the day and year first written above.
OWNER
ARCHITECT
CITY OF ROUND ROCK, TEXAS OPUS 3 ARCHITECTS & PLANNERS
By: By:
Nyle Maxwell, Mayor Keith A. Hickman, AIA, Principal
ATTEST
By:
Christine R. Martinez, City Secretary
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form
of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA
Document B141-1997 for the following Project:
Complete professional assessment, evaluation, planning, and design services related
to construction of new facilities to house Round Rock Fire Station #6 located at or
near Old Settlers Park, Round Rock, Williamson County, Texas.
all as are more specifically identified and described in the accompanying AIA DocumentB 141 -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 OPUS 3 ARCHITECTS & PLANNERS, with offices located at 1517
East Palm Valley Boulevard, Round Rock , Texas, 78664 (hereinafter referred to as "Architect ").
WHEREAS, City intends to design and construct the Round Rock Fire Station #6 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 Fire Station #6 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 following terms,
covenants and conditions contained in the accompanying AIA Document B141 -1997 which this
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WITNESSETH:
document supplements, and the terms, covenants, and conditions contained herein, do hereby
contract as follows:
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Round Rock Fire Station #6 Project as
set forth in the referenced documents.
1.02 Compensation. City shall compensate Architect for the following Scope of Work services:
Scope of Work shall include the following:
(1) Programming
(a)
(b)
(c)
(d)
(e)
SUBTOTAL FOR PROGRAMMING $8,000.00
(2) Schematic Design
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
Hold kick -off meeting;
Develop Preliminary Draft Program;
Review Preliminary Draft Program with City;
Finalize Draft; and
Hold Site Plan Meeting with Old Settlers Association.
(a) Develop Site Analysis;
(b) Develop 2 -3 Conceptual Plans;
(c) Review Conceptual Plans with City;
(d) Refine Conceptual Plans and Develop Elevation;
(e) Develop Cost Estimate; and
(f) Review Schematic Plans with City.
SUBTOTAL FOR SCHEMATIC DESIGN $12,000.00
TOTAL SERVICES FOR ABOVE $20,000.00
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 $20,000.00, plus Reimbursable Expenses up to a limit of $2,000.00.
These amounts represent the absolute limit of City's liability to Architect hereunder unless same
shall be changed by additional Supplemental Agreement hereto.
2
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. 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 Fire Station #6 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 its best 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 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.
(I) 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
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.
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.
4.01 Basic Services. Payments hereunder shall not to exceed the following:
Basic Services $ 20,000.00
Reimbursables $ 2.000.00
Total $ 22,000.00
ARTICLE IV
PAYMENTS TO THE ARCHITECT
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
4
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.
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
thirty (30) days' written notice to Architect, with the understanding that immediately upon
receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect shall invoice City for all work satisfactorily completed and shall be compensated in
accordance with the terms of this Agreement for all work accomplished prior to the receipt of
said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps,
cross sections and other data, designs and work related to the Project shall become the property
of City upon termination of this Agreement, and shall be promptly delivered to City in a
reasonably organized form without restriction on future use. Should City subsequently contract
with a new architect for continuation of services on the Project, Architect shall cooperate in
providing information.
6.02 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
5
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 mayhave 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.
8.02 Indemnification (Damage Claims). Architect agrees to indemnify and hold City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs
and expenses for personal injury (including death), property damage or other harm for which
recovery of damages is sought, suffered by any person or persons, that may arise out of or be
occasioned by Architect's breach of any of the terms or provisions of this Agreement, or by any
negligent act or omission of Architect, his officers, agents, associates, employees or
subconsultants, in the performance of this Agreement; except that the indemnity provided for
in this paragraph shall not apply to any liability resulting from the sole negligence of City, its
officers, agents, employees or separate contractors, and in the event of joint and concurrent
negligence of both Architect and City, responsibility and indemnity, if any, shall be apportioned
comparatively in accordance with the laws of the State of Texas, without, however, waiving any
6
governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the
parties hereto and not intended to create or grant any rights, contractual or otherwise, to any
other person or entity.
8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely
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 aU.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.
(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.
7
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 otherwise
acceptable to City.
8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to
maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in Section 8.04 above, including the required provisions
and additional policy conditions as shown below in Section 8.06. As an alternative, Architect
may include its subconsultants as additional insureds on its own coverages as prescribed under
these requirements. Architect's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in
order to assure compliance with the insurance requirements. Architect must retain the certificates
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 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.
8
(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 home 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 all 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,
9
so that construction of the Project will be commenced as scheduled. In this regard, Architect
shall proceed with sufficient qualified personnel and consultants necessary to fully and timely
accomplish all services required under this Agreement in 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 fully responsible for its delays or for failures to use best efforts in accordance
with the terms of this Agreement. Where damage is caused to City due to Architect's failure to
perform in these circumstances, City may withhold, to the extent of such damage, Architect's
payments hereunder without waiver of any of City's additional legal rights or remedies.
12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect shall not
assign, sublet or transfer any interest 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
10
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:
Keith A. Hickman, AIA
Opus 3 Architects & Planners
1517 East Palm Valley Boulevard
Round Rock, Texas 78664
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be
signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by
Resolution No. approved by the City Council on
, and Opus 3 Architects & Planners., signing by and through its
duly authorized representative(s), thereby binding the parties hereto, their successors, assigns
and representatives for the faithful and full performance of the terms and provisions of this
Agreement.
CITY OF ROUND ROCK
By:
Nyle Maxwell, Mayor
ATTEST:
Christine R. Martinez, City Secretary
OPUS 3 ARCHITECTS & PLANNERS
By:
Keith A. Hickman, AIA, Principal
1I
1.9 15 Acres
BJP
Q P�
+, Fire Station No. Six 0.0 ND RDOL�
s
DATE: November 7, 2002
SUBJECT: City Council Meeting — November 14, 2002
ITEM: * 13.B.10. Consider a resolution authorizing the Mayor to execute a
Standard Form of Agreement with Opus Three Architects for
the schematic design of Fire Station No. 6.
Resource: Jim Nuse, Chief of Operations /Assistant City Manager
Lynn Bizzell, Fire Chief
Larry Madsen, Construction Manager
History: Early in 2001, Requests for Qualifications were sent to local architectural
firms and several firms were interviewed. Opus Three Architects were
chosen to design Fire Station No. 6 located at 3220 E. Palm Valley Blvd.
The contract is in the amount of $20,000 with an allowance of $2,000 for
reimbursables. The total contract is for $22,000. The contract will include a
site evaluation, schematic design, and site planning.
Funding:
Cost: $22,000.00
Source of funds: Capital Project Funds - 2002 GO Bonds
Outside Resources: Opus Three Architects
ImpactBenefit: The new fire station provides Fire and EMS coverage that is needed
for a rapidly growing area of our community.
Public Comment: The citizens of Round Rock approved bonds for this project in
November 2001.
Sponsor: N/A
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
This document has important legal consequences. Consultation with an attorney is encouraged wnh respect to its completion or modification.
AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40I.
Copyright 1 9 1 7 , 1 9 2 6 , 1 9 4 8 , 1 9 5 1 , 1 9 5 3 , 1 9 5 8 , 1 9 6 1 , 1 9 6 3 , 1 8 6 6 , 1 9 6 7 , 1 9 7 0 , 1 9 7 4 , 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 F iEF+1771 (1L/) day of the month of NOII6m8E2 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
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 INSTITUTEOF
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. This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
(a „ OOMMVORLDOXO .'WDOx/CGRR'GNLFIRE%&OOJN76 WPOrrl.g
R n or -J 1 - 14 -)
AIA Document B141 -1997
1997 Edition - Electronic Format
Electronic Format B141 -1997
Page
and the Architect:
(Name, address and other information)
Opus 3 Architects & Planners
1517 East Palm Valley Boulevard
Round Rock, Texas 78664
For the following Project:
(lnchtde detailed description of Project)
Completeprofcssional assessment evaluation, planning, and design services related to construction ofnew facilities to house Round
Rock Fire Station #6 located at or near the Old Settlers Park area of Round Rock, Texas.
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 farthefollouing items by inserting the requested information or a statement such as not applicable, " "unknown at lime
of execution" or "to be determined later by mutual agreement.')
Architect shall furnish Progmm Development, Site Analysis, Preliminary Plans and Elevations Development, MEP Systems and
Structural Selection, Preliminary Estimate of Probable Costs Development, and Schematic Design for the referenced Project.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
Round Rock Fire Station 46 shall house and support areas of fire operations and service.
Final scone of building design is to be determined at a later date by mutual agreement of the parties hereto.
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)
Round Rock Fire Station 46 is to be sited on property located at or near the Old Settlers Park area of Round Rock, Texas..
1.1.2.3 The Owner's Program is:
(Identify documentation or state the manner in which the program will be developed.)
Program Development, Site Analysis, Preliminary Plans and Elevations Development, MEP Systems and Structural Selection,
Preliminary Estimate of Probable Costs Development, and Schematic Design for the referenced Project.
1.1.2.4 The legal parameters are:
(Identify pertinent legal information, iueludmg, !I land surveys and legal descrrptions and restrictions of the site)
1.1.2.5 The financial parameters are as follows.
.1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is:
Owner's overall budget for the Project is unknown at this time, and is to be developed and approved in conjunction
with receipt of information gamered from the performance of this Agreement. Architect's total compensation for
services hereunder shall not exceed the sum of $20,00000, plus authorized reimbursable expenses in an amount not
to exceed $2,000.00. Customary reimbursable expenses include travel, copies, reproductions, presentations
telephone, postal or courier services, and all other similar expenses.
.2 Amount of the Owners budget for the Cost of the Work, excluding the Architect's compensation, is:
See text above in 1.1.2.5.1.
1.1.2.6 The time parameters are:
°dent fy. if appropriate, nulestone dates. durations arfast track scheduling)
Completion not later than 120 calendar days from date of 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 canoniclion management)
Professional services such as architectural planning will be engaged by negotiated contract. General contractor for
construction will be selected by statutorily - allowable delivery method.
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
Construction Manner Public Works D .artment
City of Round Rock
2008 Enterprise Drive
Round Rock, Texas 78664
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the
Architect's submittals to the Owner are:
(List name, address and other information)
City Manager
221 East Main Street
Round Rock, Texas 78664
1.133 The Owner's other consultants and contractors are:
(List discipline and, if known, identify them byname and address)
Not selected at this time.
1.1.3.4 The Architect's Designated Representative is:
(List name, address and other information)
Keith A. Hickman, AIA. Principal
Opus 3 Architects & Planners
1517 East Palm Valley Boulevard
Round Rock, Texas 78664
1.1.3.5 The consultants retained at the Architect's expense are:
(List discipline and, if known, identify them by name and address)
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 A201w,,..,,t., .,fib.. dat..,,fth:.,Ag.�..,,,..nt,., f Ih,..�. 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. Dath ,l a,h ., r ,, b ni �tLd�a hinf nna Guautay ,th 0, ,, L.
u. n.gur a.a P.. a dun a uu.p
P..... 1.3.3. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $20.000.00
plus authorized reimbursable cxpensO in an amount not to exceed 52,000 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 infonnation in a timely manner
regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt
of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
1.2.2.2
asuh .,ally i,..,..c.,.. v g.l, ll..,pvdiv.. vftL..6.,Jg�l.,Ih,..ut.,J for tl,.Cost
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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 famish 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 Owners needs and interests.
1.2.2.7 TI.., O....... Each party shall provide prompt written notice to the A...l.ft....t other iftlo.Orr..0t either becomes aware
of any fault or defect in the Projcct, 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,
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
sites, 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 boring 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 (21 copies of the
City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms.
Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as maybe necessary
and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent
practicable, these documents shall be utilized in the preparation of the construction documents.
1.23 ARCHITECT
1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated
in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and
in related documents.
1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architcct 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
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.
1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicator) 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 Owners knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project
1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.23.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. TI.., A... L.4,.. tEachpartvshallprovidepromptwrittennot iceto theOwnerotherifth,.A,,,L;l.,,.t either
becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 13 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect.
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by
the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, plus a
..ubl elloo u f . tL 6 for Contractor's overhead and profit 1„ all;ti.,.y,,...a...,.,ubl.,ull.,.. f . ..t;,,g ., ;wahal1
13.2 INSTRUMENTS OF SERVICE
13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs
of the land, rights -of -way and financing or other costs that are the responsibility of the Owner.
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project.
;. a. ull...,,,,,,,�..l�w,
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 feefor 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 Proicct designs
and work product developed under this Agreement. Copies may be retained by Architect. Architect shallbe 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 m,oll.,..lua: v. G...,,e 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 21an.,..lua; I:.. permission from the Architect's consultants consistent with this Agreement. Amy
u a[ w.d .,LuO . um tv d... A.,IoL .t gvil l gga ru,. day. o
h. also„ d.. p, ud at. 6o„>,utl,.O.vu., WI,to If and upon the date the Architect is adjudged
h
in default of this Agreement, tL. f ,.gulag li..Il,.,llall L. J .,,, d t.t ul:uat. d auJ ,.p L a, ouJ, Ito,I....L . .IIa.
pernriking the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where
permitted by law, to make changes, corrections or additions to the Instruments of Service misty for the purposes of completing,
using and maintaining the Project.
13.23 61a,It.J LI SLa pal ■6,apl, 1.3.2.2, I1U 1,1 1..,.u3, VI „g 1 aba . ..IU. 61a,. VI my
The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any f..u,e permission
granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted
to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable
portions of the instruments of Service appropriate to and for use in their execution of the Work 6 1au,.J Lr
GaLpa,a6,apll 1.12.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for
similar purposes in •_ _ Project _ ...
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A..h:t....f, .u.. ll. t.. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without
liability to the Architect and the Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic fonn or the Owner providing
to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by
separate written agreement set forth the specific conditions goveming the format of such Instruments of Service or electronic
data, including any special limitations u, L...., not otherwise provided in this Agreement.
13.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by
36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when
the sheets are reproduced and reduced to half size.
13.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final
inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein.
In addition Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions.
13.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion
of the Project. Any such change shall be sealed by the architect making that change and shalt be appropriately marked to reflect
what was changed or modified.
133 CHANGE IN SERVICES
133.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if ...
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. , R.:.I,6alaabl. Cnp.I,a.a J�,..:h.J :u Su6pal a apt. 1.39.2. ,d I a 1.5.5.
It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $20,000.00 plus authorized
reimbursable expenses in an amount not to exceed $2,000.00 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.
33
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13.4 MEDIATION
13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation
fl� yu J: ns 1 1y aL
to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law
to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation, Ly wL:L11G01..
13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation.;..L a. lw tL,. pa 1Jw 1.10taa 11 .. h
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-.. .. . Request for mediation shall be filed in writing with the other
party to this Agreement .. -..
bal :. O,.L 11111, mediation shall proceed in advance of legal or equitable
proceedings, which shall be staycd pending mediation fora period of 60 days from the date of filing, unless stayed for a longer
period by agreement of the parties or court order.
13.43 The parties shall share the 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
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13.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or
relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without
limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 -14) or any applicable state arbitration statute,
except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined
in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the
arbitration proceeding.
13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out
of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either
party's termination in accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by th
e, apL 1. laws of the state of Texas, and venue shall lie in Williamson County, Texas.
13.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions
of the Contract for Construction,.., ,,..,,L,,,, of 1L., as modified between Owner and Contractor.
1.3.73 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued
and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts
or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts
or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later
than the date when the Architect's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions
of the Contract for Construction ,w,,,.,,t.,, as modified between Owner and Contractor. The Owner
or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers
in favor of the other parties enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project
to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner
to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
13.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to 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 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect in a.,.,.,.dun.,., substantial compliance with this Agreement, such
failure shalt may be considered substantial nonperformance and wua., f , ..,.,.,;naGu,. u,, at d... A..L:t....t'., upt:uv, 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
. The Architect's fees for the remaining services
and the time schedules shall be equitably adjusted. It is expressly agreed and understood by all parties that, as to services
hereunder, the total sum of $20,000.00 plus authorized reimbursable expenses in an amount not to exceed 52,000.00 shall
represent the absolute limit of Owners liability to Architect unless same shall be changed by Supplemental Agreement hereto
Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution.
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1.3.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may
cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of
Owner, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice
all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily
completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the
receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and
other data, designs and work related to the Project shall become the property of Owner upon termination of this Agreement,
and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner
subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing
information.
13.83Nothing contained in Section 1.3.8 2 immediately above shall require Owner to pay foram/ work which is unsatisfactory
as determined by Owner's reprcccntativc 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, includinn the right to bring
legal action for damages or to force specific performance of this Agreement.
13.9 PAVNIENTS TO THE ARCHITECT
t'a l p t
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed $2,000.00, 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;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
p
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.7 reimbursable expenses as designated in Paragraph 1.5.5.;
.8 other similar direct Project related expenditures.
13.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the
basis of hourly rates or multiple of Direct Personnel Expenseshall be available to Owner or Owner's authorized representative
at mutually convenient times.
13.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and
other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar
contributions.
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.. np.11a. of 1luw uullm 111,,.1..11.
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.
(List other documents, if any, delineating Architect's scope of services)
1.4.13 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
11111 u.,h ate n AIA Dsoaa
"Supplemental Agreement No. 1" supplementing Standard Form oAgreement Between Owner and Architect with
Standard Form of Architect's Services, AIA Document B141-1997.
1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows:
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows:
Architect's total compensation for services hereunder shall not exceed the sum of $20,000.00, plus authorized reimbursable
expenses in an amount not to exceed $2,000.00. which sum shall include such items as travel, copies. reproductions,
presentations. telephone, postal or courier services, and other similar expenses.
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be
adjusted. Such adjustment shall be calculated as described below , ; ..,, l .. J ;atL;�fS,a
1 .5.2, ;n a . ya;tabh rrrwrr, r.
(Insertbasisofcompensation, inchtdingrates and multiplesof Direct Personnel ExpenseforPrincipals and employees, and identifyPrincipals
and classify employees, jrequired Identify specific services to which particular methods of compensation apply)
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 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall
be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No /I 00 Dollars ($00.00 ) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. it .......,u..t.,t 1m.,1 Subsequent payments
for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of the Architect's invoice, or not later than the time period
required under the Texas Prompt Payment Act, whichever is later. Non - disputed amounts unpaid sixty (60) days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time
at the principal place of business of the Architect.
(Insert rate of interest agreed upon.)
One and one - half percent (I ''V %) 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 validayofthisprovision.
Specific legal advice should be obtained wah respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers)
-1:572-
This Agreement entered into as of the day and year first written above.
By:
OWNER
CITY OF ROUND ROC
ATTEST
By:
Mayor
Christine R. Martinez, City Secretary
ARCHITECT
OPUS 3 ARCHITECTS & PLANNERS
Keith A. Hickman, AIA, Principal
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:
Complete professional assessment, evaluation, planning, and design services related
to construction of new facilities to house Round Rock Fire Station #6 located at or
near Old Settlers Park, Round Rock, Williamson County, Texas.
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 I - day of
I V (3ER." , 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 OPUS 3 ARCHITECTS & PLANNERS, with offices located at 1517
East Palm Valley Boulevard, Round Rock , Texas, 78664 (hereinafter referred to as "Architect ").
(. ODN IMVORLDOX 'O'N'DOX.CORR'GNLPIRGN0003 379 WPf'Ikg
WITNESSETH:
WHEREAS, City intends to design and construct the Round Rock Fire Station #6 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 Fire Station #6 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 following terms,
covenants and conditions contained in the accompanying AIA Document B141 -1997 which this
document supplements, and the terms, covenants, and conditions contained herein, do hereby
contract as follows:
SUBTOTAL FOR PROGRAMMING $8,000.00
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 Fire Station #6 Project as
set forth in the referenced documents.
1.02 Compensation. City shall compensate Architect for the following Scope of Work services:
Scope of Work shall include the following:
(1) Programming
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
(a) Hold kick -off meeting;
(b) Develop Preliminary Draft Program;
(c) Review Preliminary Draft Program with City;
(d) Finalize Draft; and
(e) Hold Site Plan Meeting with Old Settlers Association.
(2) Schematic Design
(a) Develop Site Analysis;
(b) Develop 2 -3 Conceptual Plans;
(c) Review Conceptual Plans with City;
(d) Refine Conceptual Plans and Develop Elevation;
(e) Develop Cost Estimate; and
(f) Review Schematic Plans with City.
SUBTOTAL FOR SCHEMATIC DESIGN $12,000.00
TOTAL SERVICES FOR ABOVE $20,000.00
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 $20,000.00, plus Reimbursable Expenses up to a limit of $2,000.00.
These amounts represent the absolute limit of City's liability to Architect hereunder unless same
shall be changed by additional Supplemental Agreement hereto.
2
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. 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 Fire Station #6 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 its best 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 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 underArticle 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
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 fumish, 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.
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.
4.01 Basic Services. Payments hereunder shall not to exceed the following:
Basic Services $ 20,000.00
Reimbursables $ 2.000.00
Total $ 22,000.00
ARTICLE IV
PAYMENTS TO THE ARCHITECT
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
4
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.
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
thirty (30) days' written notice to Architect, with the understanding that immediately upon
receipt of said notice all work and labor being performed under this Agreement shall cease.
Architect shall invoice City for all work satisfactorily completed and shall be compensated in
accordance with the terms of this Agreement for all work accomplished prior to the receipt of
said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps,
cross sections and other data, designs and work related to the Project shall become the property
of City upon termination of this Agreement, and shall be promptly delivered to City in a
reasonably organized form without restriction on future use. Should City subsequently contract
with a new architect for continuation of services on the Project, Architect shall cooperate in
providing information.
6.02 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
5
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.
8.02 Indemnification (Damage Claims). Architect agrees to indemnify and hold City, its
officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs
and expenses for personal injury (including death), property damage or other harm for which
recovery of damages is sought, suffered by any person or persons, that may arise out of or be
occasioned by Architect's breach of any of the terms or provisions of this Agreement, or by any
negligent act or omission of Architect, his officers, agents, associates, employees or
subconsultants, in the performance of this Agreement; except that the indemnity provided for
in this paragraph shall not apply to any liability resulting from the sole negligence of City, its
officers, agents, employees or separate contractors, and in the event of joint and concurrent
negligence of both Architect and City, responsibility and indemnity, if any, shall be apportioned
comparatively in accordance with the laws of the State of Texas, without, however, waiving any
6
governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the
parties hereto and not intended to create or grant any rights, contractual or otherwise, to any
other person or entity.
8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely
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 orcontributorily. Architect
shall pay any and all resulting costs, damages and attomey's fees finally awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
(a) If Architect defends City against such claims, the City Attorney 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.
7
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 otherwise
acceptable to City.
8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Architect, Architect shall require each subconsultant performing work under this Agreement to
maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in Section 8.04 above, including the required provisions
and additional policy conditions as shown below in Section 8.06. As an alternative, Architect
may include its subconsultants as additional insureds on its own coverages as prescribed under
these requirements. Architect's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds.
Architect shall obtain and monitor the certificates of insurance from each subconsultant in
order to assure compliance with the insurance requirements. Architect must retain the certificates
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 agents thereof in their official capacities, and /or while acting on behalf of the City of
Round Rock.
8
(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 all 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,
9
so that construction of the Project will be commenced as scheduled. In this regard, Architect
shall proceed with sufficient qualified personnel and consultants necessary to fully and timely
accomplish all services required under this Agreement in 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 fully responsible for its delays or for failures to use best efforts in accordance
with the terms of this Agreement. Where damage is caused to City due to Architect's failure to
perform in these circumstances, City may withhold, to the extent of such damage, Architect's
payments hereunder without waiver of any of City's additional legal rights or remedies.
12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Architect shall not
assign, sublet or transfer any interest 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
I 0
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:
Keith A. Hickman, AIA
Opus 3 Architects & Planners
1517 East Palm Valley Boulevard
Round Rock, Texas 78664
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be
signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by
Resolution No. - — 8/0 approved by the City Council on
NO V9rr1L3 g.e ) 7 and Opus 3 Architects & Planners., signing by and through its
duly authorized representative(s), thereby binding the parties hereto, their successors, assigns
and representatives for the faithful and full performance of the terms and provisions of this
Agreement.
CITY OF ' o UN RO
By: �
•error ell,-'ayor
ATT . T:
Christine R. Martinez, City Secretary
OPUS 3 ARCHITECTS & PLANNERS
B
Keith A. Hickman, AIA, Principal
11
11/12/2002 10:55 15124439669
CERTIFICATE OF LIABILITY INSURANCE
Date: 09/16/02
PRODUCER
USI Insurance Services of Texas COMPANIES AFFORDING COVERAGE
1946 S. IR -35 Suite 301
Austin, Texas 78704 A Lunnbermens Mutual Casualty Co.
INSURED
Opus 3 Architects & Planners
1517 E. Palm Valley Blvd.
Round Rock, Texas 78664
USI INSURANCE AUSTIN
D
B
C
PAGE 01/01
THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the
business operations hereinafter described, for the types of insurance and in accordance with the provisions of the
standard policies used by the companies, and further hereinafter described. Exceptions to the policies are noted below.
CO TYPE OF INSURANCE POLICY hkk'ECTIVE EXPIRATION LEVIITS — LTR NUMBER DATE DATE
GENERAL LIABILITY
AUTOMOBILE LIABILITY
EXCESS LIABILITY
COI RR Moman.doc
erne: Jim Jimmerson
Title: Executive Agent
GENERAL AGGREGATE $
PRODUCTS - COMP /OP AGG. $
PERSONAL & ADV. INJURY $
EACH OCCURRENCE
FIRE DAMAGE (My one fire) $
MED. EXPENSE (Any one person) $
COMBINED SINGLE LIMIT $
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $
PROPERTY DAMAGE $
BACH OCCURRENCE $
AGGREGATE 5
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY STATUTORY LIMITS
EACH ACCIDENT
DISEASE - POLICY LIMIT $
DISEASE - EACH EMPLOYEE $
A PROFESSIONAL LIABILITY QL01955800 03/28/02 03/28/03 Per Claim 61,000,000 ,
Per Aggregate 01,000.000
DESCRIPTION OF O PERATIONS/LOCATIONS/VEHICLES /SPECIAL ITEMS/EXCEPTIONS
Professional Itability 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 indemnuy and expense.
additional Theind Rock is named as insured
abiitty Shou d any of he above describedpoliciesbe c cancelled
or c
hangedbefore the p expirati expiration hereof, the Issuing company
will mall thirty (30) days written notice to the certificate holder named below.
CERTIFICATE HOLDER: City Manager
City of Round Rock
221 E. Main Street
Round Rock, Texas 78684
SIC?A F AUTHORIZED REPRESENTATIVE