R-03-01-23-10E1 - 1/23/2003Mayor
Nyle Maxwell
Mayor Pro-tem
Tom Nielson
Council Members
Alan McGraw
Carne Pat
Scot Knight
Isabel Gallahan
Gary Coe
City Manager .
• Jim Nuse
City Attorney
Stephan L Sheets
ROUND ROCK, TE
PURPOSE. PASSION. PROSPE
February 27, 2003
Mr. John S. Moman, AIA, Principal
Moman Architects
309 West Main Street, Suite 120
Round Rock, TX 78664
Dear Mr. Moman:
The Round Rock City Council approved Resolution No. R- 03- 01 -23-
10E1 at their regularly scheduled meeting on January 23, 2003. This
resolution approves the agreement and supplemental agreement No. 1
for the relocations of the Parks and Recreation Department Yardsite.
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.
Christine R. Martinez
City Secretary
Enclosure
ithtv,
CITY OF ROUND ROCK Administrative Dept.. 221 East Main Street • Round Rock Texas 78664
RESOLUTION NO. R- 03- 01- 23 -10E1
WHEREAS, the City of Round Rock desires to retain professional
architectural services for the relocation of the Parks and Recreation
Department Yardsite, and
WHEREAS, Moman Architects has submitted a Standard Form of
Agreement Between Owner and Architect with Standard Form of Architect's
Services ( "Agreement "), and Supplemental Agreement No. 1 to provide
said services, and
WHEREAS, the City Council desires to enter into said Agreement,
and Supplemental Agreement No. 1 with Moman 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 ( "Agreement "), and
Supplemental Agreement No. 1 with Moman Architects for the relocation of
the Parks and Recreation Department Yardsite, a copy of said Agreement,
and Supplemental Agreement No. 1 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
:i00MA \WORL00X \O \W00X \REEOLUTI \R30123E1.WP0 /ec
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 23rd day of January, 2003.
AT T :
CHRISTINE R. MARTINEZ, City Secre
2
MAXWELL, Mayor
City of Round Rock, Texas
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.
AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 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 thc 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
(In words, indrcate 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 B I41- 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 penmssion of the AIA and can be
reproduced without violation until the date of expiration as noted below.
0 , xdoACOI1RlgnrgeneraM10001203LWPDjkg
AIA Document B141 - 1997
1997 Edition - Electronic Format
() day ofthe month of in the year Two Thousand Three.
n nAn
EXHIBIT
Electronic Format B141 -1997
Page 61
and the Architect:
(Name, address and other information)
Moman Architects
309 Wcst Main Street, Suite 120
Round Rock, Texas 78664
For the following Project:
(Include detailed description of Project)
Complete professional design services (including architectural, civil, mechanical /electrical /plumbing and structural) related to
construction of the following new facilities to serve as the Round Rock Parks and Recreation Department (PARD) Service Yard Site
located at 300 South Burnet, Round Rock, Texas: approximately3,600 square foot pole ban, approximately 14,000 square foot metal
storage building, approximately 1,700 square foot break room/toilet building, all on approximately 150,000 square feet of site area.
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 thedispositionforlhefollowing items byinserting the requested information or a statement such as not applicable," 'unknown attime
of execution" or "to be determined later by mutual agreement.')
Architect shall furnish the aforementioned services for Design Development, Construction Documents, Bidding/Negotiation
and Construction Administration phases for the referenced Project on the PARD Service Yard Site.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate. proposed use or goals.)
The PARD Service Yard Site shall house and support areas of operations and service for the Round Rock Parks Department.
1.1.2.2 The physical parameters are:
(Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site)
The PARD Service Yard Site is to be on property located at 300 South Burnet in Round Rock, Texas.
1.1.23 The Owner's Program is:
(Identify documentation or state the manner in which the program wit! be developed)
Complete professional design services (including architectural, civil, mechanical/electrical/plumbing, and structural) related to
construction of the following new facilities to serve as the Round Rock Parks and Recreation Department (PARD) Service Yard
Site located at 300 South Bumet, Round Rock, Texas: approximately 3,600 square foot pole barn, approximately 14,000 square
foot metal storage building, approximately 1,700 square foot break room/toilet building, all on approximately 150,000 square
feet of site area.
Design Development Phase
Architectural $11,678.75 Moman Architects, Inc.
Civil 5 000.00 Fisher Hagood, Inc.
MEP 2.530.00 Hendrix Consulting Engineers
Structural 0.00 Fisher Hagnod, Inc.
Subtotal $19,208.75
Construction Documents Phase Architectural $18,686.00 Moman Architects, inc.
Civil 13.200.00 Fisher Hagood, Inc.
MEP 10 550.00 Hendrix Consulting Engineers
Structural 4 400.00 Fisher Hagood, Inc.
Subtotal $46,836.00
2
Bidding/Negotiation Phase Architectural $ 4.671.50 Moman Architects, Inc.
Civil 1,100.00 Fisher Hagood, Inc.
MEP 1.055.00 Hendrix Consulting Engineers
Structural 330.00 Fisher Hagood, Inc.
Subtotal $ 7,156.50
Construction Administration Phase Architectural $11,678.75 Moman Architects, Inc.
Civil 7.200.00 Fisher Hagood, Inc.
MEP 4.220.00 Hendrix Consulting Engineers
Structural 2.200.00 Fisher Hagood, Inc.
Subtotal 525,298.75
TOTAL $98.500.00
1.1.2.4 The legal parameters are:
(Identi pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site)
1.1.2.5 The financial parameters are as follows.
.1 A,,.,.,.et ..f th.. .,...,..II b.,d f , tl,. P, �..,,, ],...L,.IL,� tl.,Architect's compensation is:
Architect's total compensation for services hereunder shall not exceed the sum of 598,500.00, plus authorized
reimbursable expenses in an amount not to exceed $5,000.00. 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:
Not determined
1.1.2.6 The time parameters are:
(Identify, if appropriate, milestone dates, durations or fast track scheduling)
Completion not later than six (6) consecutive months 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 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 Owners Designated Representative is:
(List name, address and other information.)
Larry Madsen
Construction Manager, Public Works Department
City of Round Rock
2008 Enterprise Drive
Round Rock, Texas 78664
1.1.3.2 The persons or entities, in addition to the Owners Designated Representative, who are required to review the
Architect's submittals to the Owner are:
(List name, address and other information)
3
City Manager
221 East Main Street
Round Rock, Texas 78664
1.133 The Owner's other consultants and contractors are
(List discipline and, if known, identify them by name and address)
Not selected at this time.
1.13.4 The Architect's Designated Representative is:
(List name, address and other information)
John S. Moman, AIA, Principal
Moman Architects
309 West Main Street, Suite 120
Round Rock, Texas 78664
1.13.5 The consultants retained at the Architect's expense are
(List discipline and. if known, ident them by name and address)
Civil Fisher Hagood, Inc.
MEPHendrix Consulting Engineers
Structural Fisher Hagood, Inc.
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 ofAIA Document A20ha....d a, afd... J„t., o t a. a, f ]la...,. 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. Emt a,byw ,,. w6,da tLat,a,.LL.f uuat .,am.y..1..8 ml ,in Nntevetttt kOmrer
II 15. A,.L;I....t.10 11s.,t ;al ..app.vin;at dj ], IaI�, ,,, ,,� , . w JCL u, y..; oS�,V;...];11.,....o,Jw,,., VV; UI
Pw,. 1.3.3. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $98,500.00
plus authorized reimbursable expenses in an amount not to exceed $5,000.00 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, infomation necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
1.2.2.2
Wu,k. TL..O..u..,shall„at tly ,,, J.. ....,,,.. di, pin Gu.,ofU.,,LaJ6,,t.111,,,t..Jf ,tla.Cast
ra 6 t, ; t a6, o, .,tafd. A. 11 N t
wn6,. g.,11 . ,1111. 111 t �.,,att b od 6.1 a. aIAA inn
..I,a,. Y.
The Owner shall establish and periodically update the budget for the Project.
4
1.2.23 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress
of the Architect's services.
1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required
by the scope of the Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing the Owner shall furnish or pay for tests
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for
air and water pollution, and tests for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
1.2.2.7 Th.. Owu... Each party shall provide prompt written notice to the rl...hil....tother if th..O.ou,. either becomes aware
of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
1.2.2.8 Owner shall furnish, or direct Architect to obtain at Owner's expense, a certified survey of the site giving, as required,
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 nec operations for determining subsoil conditions.
1.2.2.9 Owner will furnish building permits without charge. Electrical. plumbing and other trade permits will he the
responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and arc
not to be included b Architect in the . ifications for the Pro ect.
1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program two (2) copies of the
City of Round Rock General and Supplementary Conditions for Buildin Construction, Instructions to Bidders, Proposal Forms
Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as maybe necessary
andpmctieable for the orderly and expeditious progress of the work and the awardin 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 employeesand Architect's consultants shall be as enumerated
in Article 1.4 and as enumerated elsewhere herein, in att and accompanying documents, in supplemental documents, and
in related documents.
1.23.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shall be consistent with the time periods established in Subparagraph 1. 1.2.6 and which shall
may be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for
periods of time required for the Owners review, for the performanceof the Owner's consultants, and for approval of submissions
by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not,
except for reasonable cause, be exceeded by the Architect or Owner.
1.233 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by 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.
5
1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.23.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.23.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. Ph, A, l lwtEach party shall provide prompt written notice to the 0 .. other if A, h;h teither
becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect.
13.1.2 The Cost of the Work shall include the cost at reasonable current market rotes of labor and materials fumished 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
n..,,vn,,,bl,„lly aawf , IL for Contractor's overhead and profit. in JJ;f;vn, ,cn�bl a}Iv,. , f , v,d ;n�n ; �LAI
L ;n„L, f , HMI } .mot w5Jh;V„. „t 1 t ,. f L;JJ6 n f . h a,
13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs
of the land, rights -of -way and financing or other costs that arc the responsibility of the Owner.
13.2 INSTRUMENTS OF SERVICE
13.23 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 TL., A,..h;t..,,t
., m „h.d,, ..,, Owner acknowledges Architect's construction documents are
instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the
property of Owner upon completion of the work and payment in full of all monies due to Architect. Until completion of
construction, as to the particular Project for which the plans and specifications are designed, Owner may not make any
modifications to same without the express written authorization of Architect. However, at any time after completion of
construction as to the articular Pro cct for which the tans and ifications were designed Owner ma reuse or makean
modifications to the lans and cifications without the rior written authorization of Architect Owner a• ees not to use the
plans and specifications designed by Architect for a particular Project to design or construct other similar projects. Owner
agrees, to the fullest extent permitted by law, to indemnify and hold Architect harmless from any claim, liability or cost
(including reasonable attorneys' fees) arising out of any unauthorized reuse or modification of the construction documents by
Owner or any person or entity that acquires or obtains the plans and specifications from or through Owner without the written
authorization of Architect
13.2.2 Upon execution of this Agreement, the Architect grants to the Owner au..,,.,,... 1,,,,... h...,,,,., 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 permission from the Architect's consultants consistent with this Agreement. Any
termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner
shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of
termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged
in default of this Agreement, ..
penrjttirtg 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 Servicesotely for the purposes of completing,
using and maintaining the Project.
6
13.23
Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any l;..,,,.permission granted
herein to another party without the prior written agreement of Architect. However, 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:...n.,. 6 .. S u L I .6,.,P 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. 1,.,t t L...u,,.,hu.J.., ubl:. aG., n6,J.,, ..,..,,., v.J I i b .• f tl,..A ,..L;t,..,t
t,. um., Pa p,,.,� ,.,,t,.,, u..a., ahta,,., n,. p ,;,,, ,v, tt.n., u ant AIL LJ..t ,.an,uha,t,. Any unauthorized
use of the Instruments of Service shall be at Owner's sole risk and without liability to Architect and Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing
to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by
separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic
data, including any special limitations or-licenses not otherwise provided in this Agreement.
13.25 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 comnletion ofthe 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 ofall documents listed under Section 1.3.2.1 modified to record conditions provided
by the contractor.
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 CHANGE IN SERVICES
133.1 Change in Services of the Architect, including services required of the Architect's consultants, maybe accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if ,. L
y.,,, Jth , .A. , . a 6 . ,f.,.,.,,,bv1,.,.:fI! 1, A ,J11 ....[53..1 .6.63a,
f„ th... o ,,,utna as s, 0, . A ,,. ha ..,.t � L a ll ,, A Wall Paao, t„ y,a.,Jnns
O,, J....n,n that all u, a P at „f,u.h C n,s. L, Su.;. , :, „
• a, v,.,.a aramnrvm0.ualmu wr,u. u,..Aanlulu.[ty a, adaa. m wn Pa u
1.5.2, u,ad t., ,na R.:,..Lu,�nLl. L.. Jwa:L.J L, Sub 1.39.2 a,J I`a.. 1.5.5.
It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $98,500.00 plus authorized
reimbursable expenses in an amount not to exceed 55,000.00 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.
133.21f any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to an
appropriate adjustment in the Architect's schedule and compensation.
.1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service;
.2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously
prepared Instruments of Service;
3 decisions of the Owner not rendered in a timely manner,
.4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget,
or procurement method;
7
.5 failure of performance on the part of the Owner or the Owner's consultants or contractors;
.6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where
the Architect is party thereto;
.7 change in the information contained in Article I.I.
13.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation
.., J:J,,, p,...J.ut to 4w;t.,t „ u. tL. h,S.a..t;., ,...... yu: L ..LL.I,,.,...,.,J:us,L,..ith.., p.„ty. If such matter relates
to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law
to comply with the lien notice or filing deadlines prior to resolution of the matter by mediationu. Ly a.L;tlatkm.
13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
m ediation -.. .. .. ... _ ... .. _
.t. Request for mediation shall be filed in writing with the other
party to this Agreement and ..:0. lL. A 11,.,:.4,. A , La .4 G u11 A„u. Th 1.111.,t. L 11,4 J..u,,.u,..ut1 y
4,b;t,4G.,o Lut, • u.h „ .11t, mediation shall proceed in advance of alL;LaGu,..n legal or equitable
proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer
period by agreement of the parties or court order.
13.43 The parties shall share the mediator's Inc 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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i,rvulv;n u„ u JJ :L iu,ml t rv.,u.. u, .,d:L ,Lull 11ut wn.. wu,..,l tv 4,L,l,aGw, v1
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as,..111,1/ to 4 L .L4tc a„ J 1 ag,..11,.,,bte 4 bh ,at. r.t a . dd t „4 p .,,u, , .,,G Jul .u,.,.,,t J t L pa, G., to l ,s
I, .;G.all .,.f ,. ail. ;,, a.. ,Jau....;tL 4pph.aLl. law in an . ,u,t having j11,;,J;.t; ,, timtwf.
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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 (91J 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 bejoined
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
13.7.1 This Agreement shall begovemedby thel ofth.p.....,pa pla..efbtabu.
1.4.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
p.v
13.7.2 Terms in this Agreement shall have the same meaning as those in the edition ofAlA Document A201 , General Conditions
of the Contract for Construction, • , . as modified between Owner and Contractor.
13.73 Causes ofaction between the parties to this Agreementpertaining to acts or failures to act shall be deemed to have accrued
and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for 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 tan 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 ofAlA Document A201, General Conditions
of the Contract for Construction, h.u...ut as modi fied between Owner and Con tractor. The Owner
or the Architect, as appropriate, shall require ofthe contractors, consultants, agents and employees ofany of them similar waivers
in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall createa contractual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
13.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project
to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner
to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owners promotional
materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
13.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
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
13.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall may be
considered substantial nonperformance and v ut 1L. A.J,;k t'> vptwu„ cause for suspension of
performance of services under this Agreement. I f the Architect elects to suspend services, prior to suspension of services, the
Architect shall give seven fifteen (151 days' written notice to the Owner. In the event of a suspension of services, the Architect
9
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. ,,.,J „» y ..n p..,,,w o.,�,,,. o t..
Lit fo,,.,oJ,wv,,,t;.,,,.,fth., A,�h;l..t',�., 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
598,500.00 plus authorized reimbursable expenses in an amount not to exceed $5,000.00 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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13.9 PAYMENTS TO THE ARCHITECT
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13.83 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect
may terminate this Agreement by giving not less than seven days' written notice.
13.8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
13.8.5 This Agreement maybe tenninated by the Owner upon not less than seven days' written notice to the Architect for the
Owner's convenience and without cause.
13.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior
to termination, together with Reimbursable Expenses then due. „ 11 T ...,,,; ,,.,t;v„ C..y.,,,aw .,., J..G,,..J h, SuLpa, ay,.,l
13.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly
attributable to termination for which the Architect isnototherwisecompensated . }dnau„w,.,,,,,df,tL,.A,�l
13.8.8 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 seven 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 Ownerfor 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.
13.83 Nothing contained in Section 1.3.8 2 immediately above shall require Owner topay foranywork which is unsatisfactory
as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner
shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section
constitute a waiver ofany right, at law or at equity, which Owner may have ifArchitect is in default, including the right to bring
legal action for damages or to force specific performance of this Agreement.
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, in an amount not to exceed $5,000.00 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;
.2 ingapp.,ral it. a hay L ns jut isdit.tivn 11.P,j,...t•,
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
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ARTICLE 1.5 COMPENSATION
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.7 reimbursable expenses as designated in Paragraph 1.5.5.;
.8 other similar direct Project related expenditures.
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13.93 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 OwnerorOwner'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 BI41 -1997, as herein amended.
(List other documents, if any, delineating Architect's scope ofsen•ices)
1.4.13 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
"Supplemental Agreement No. I" supplementing Standard Form ofkgreementBetween Owner and Architect with
Standard Form of Architect's Services, AIA Document B141 -1997.
1.4.2 Special Terms and Conditions.Special teens and conditions that modify this Agreement are as follows:
The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provides that it is a violation of the
ADA/TAS to design and construct a facility for first occupancy later than January 26, 993, that does not meet the acc
and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet
such requirements. Architect will use his or her reasonable professional efforts to interpret applicable ADA/FAS requirements
and other federal state and local laws, rules, codes ordinances and regulations as they apply to the Project
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 $98 500.00, plus authorized reimbursable
expenses in an amount not to exceed 55,000 00, which sum shall include such items as travel, copies reproductions
presentations, telephone, postal or courier services, and other similar expenses.
II
1.5.2 I f the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be
adjusted. Such adjustment shall be calculated as described below o,, :f a n,.th�d,.f..dja,6a�,d:, 6.d:�..t. :., th:,1'a.ag,aph
yaa Ll ,,, a,,, 1.
(insert basisofco pensation, including rates and multiples ofDirecl Personnel E xpenseforPrincipa lsandemployees, andidentifyPrincipaLs
and classify employees. if required. identify 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 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 amultiple 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 /100 Dollars ($00.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. it 0..l N ,. y .a...m Subs uent payments
for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30)days from the date of the Architect's invoice or not later than the time period
required under the Texas Prompt Payment Act whichever is later. Non - disputed amounts unpaid sixty (60) days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time
at the principal place of business of the Architect.
(insert rate of interest agreed upon.)
One and one -half percent (1 Va %) 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 O..ner's and Architect's principal places of business, the location of the Project and elsewhere mayrdectthe validity of this provisian.
Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers)
-15z
This AL, ent entered into as of the day and year first written above.
OWNER
CITY OF ROUND ROCK, TEXAS
By:
Nyle Maxwell, Mayor
ATTEST
By:
Christine R. Martinez, City Secretary
12
ARCHITECT
MOMAN ARCHITECTS
n S. Moman, Al • , 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 design services (including architectural, civil,
mechanical /electrical/plumbing, and structural) related to construction of the
following new facilities to serve as the Round Rock Parks and Recreation Department
(PARD) Service Yard Site located at 300 South Burnet, Round Rock, Texas:
approximately 3,600 square foot pole barn, approximately 14,000 square foot metal
storage building, approximately 1,700 square foot break room/toilet building, all on
approximately 150,000 square feet of site area
all as are more specifically identified and described in the accompanying AIA Document B141-1997.
This Supplemental Agreement No. 1 is made and entered into as of the day of
, 2003, 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 MOMAN ARCHITECTS, with offices located at309 West Main Street,
Suite 120, Round Rock, Texas, 78664 (hereinafter referred to as "Architect ").
WITN.ESSETH:
WHEREAS, City intends to design and construct the Round Rock PARD ServiceYard Site
Project described in the accompanying AIA Document B 141 -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 the Round Rock PARD ServiceYard Site Project, all as previously and
hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and
WHEREAS, Architect has agreed to provide such professional services for the compensation
delineated therein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the accompanying AIA Document B141 -1997 that this document
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supplements, and the terms, covenants, and conditions contained herein, do hereby contract as
follows:
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Round Rock PARD ServiceYard Site
Project as set forth in the referenced documents.
1.02 Compensation. City shall compensate Architect for the following Scope of Work services:
Complete professional design services (including architectural, civil,
mechanical/electrical/plumbing, and structural) related to construction of the following new
facilities to serve as the Round Rock Parks and Recreation Department (PARD) Service Yard
Site located at 300 South Bumet, Round Rock, Texas: approximately 3,600 square foot pole
bam, approximately 14,000 square foot metal storage building, approximately 1,700 square
foot break room/toilet building, all on approximately 150,000 square feet of site area.
Design Development Phase Architectural $11,678.75 Moman Architects, Inc.
Civil 5,000.00 Fisher Hagood, Inc.
MEP 2,530.00 Hendrix Consulting Engineers
Structural 0.00 Fisher Hagood, Inc.
Subtotal $19,208.75
Construction Documents Phase Architectural $18,686.00 Moman Architects, Inc.
Civil 13,200.00 Fisher Hagood, Inc.
MEP 10,550.00 Hendrix Consulting Engineers
Structural 4.400.00 Fisher Hagood, Inc.
Subtotal $46,836.00
Bidding/Negotiation Phase Architectural $ 4,671.50 Moman Architects, Inc.
Civil 1,100.00 Fisher Hagood, Inc.
MEP 1,055.00 Hendrix Consulting Engineers
Structural 330.00 Fisher Hagood, Inc.
Subtotal $ 7,156.50
Construction Administration Phase Architectural $11,678.75 Moman Architects, Inc.
Civil 7,200.00 Fisher Hagood, Inc.
MEP 4,220.00 Hendrix Consulting Engineers
Structural 2,200.00 Fisher Hagood, Inc.
Subtotal $25,298.75
TOTAL $98,500.00
2
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 $98,500.00, plus Reimbursable Expenses up to a limit of $5,000.00. These amounts
represent the absolute limit of City's liability to Architect hereunder unless same shall be changed
by additional Supplemental Agreement hereto.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the services described below,
and include complete architectural services and complete structural, mechanical, and electrical
services, and such other services as may be necessary to assist City in the design of the Round Rock
PARD ServiceYard 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 best professional
efforts to complete all services hereunder in accordance with such Performance Schedule.
2.02 Construction Documents Phase. Architect shall provide the following construction
documents phase services:
(1) Architect shall prepare from the approved Design Development Documents, for
consideration of and approval by the Director, Construction Documents, which documents
shall set forth in detail the requirements of the Project, including the necessary bidding
information. Architect shall assist City in preparation of the Bidding Forms, shall utilize
without modification City's standard General and Supplementary General Conditions, and
shall draft all Special Conditions of the Contract. City's standard form of Contract between
City and the Contractor shall also be utilized without modification, along with City's form
of Bid Bond, Performance Bond and Payment Bond.
(2) Architect shall famish City in writing a revised Statement of Probable Construction Cost,
indicating cost changes resulting from changes in Project requirements or general market
conditions, in a form acceptable to the Director.
(3) Architect shall file five (5) complete sets of proposed Construction Documents with the
Director for review and official approval prior to the advertisement of bids for the
construction ofthe Project, and within the agreed Performance Schedule following approval
of the Design Development Documents. Following approval, Architect shall prepare and
3
have on hand additional sets as needed for bidding purposes. Architect shall also file with
the Director at said time, the following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall beretumed to Architect to print contract documents when the signatures
of City officials have been properly affixed).
(b)
Two (2) copies of Statement of Probable Construction Cost in a form acceptable to
City.
(c) Four (4) unbound copies of the approved Project Construction Manual for subsequent
binding with signed construction contracts. The Project Construction Manual shall
include General and Supplementary General Conditions; Specifications and Special
Provisions; Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid
Bond, Contract, Performance and Payment Bond Forms; approved Wage Rates;
Federal regulations if applicable to the Project; and other required documents for
construction of the Project.
2.03 Bidding Phase. Architect shall provide the following bidding phase services:
(1) Following City's approval of the Construction Documents and of the latest Statement of
Probable Construction Cost, Architect shall assist City in awarding a construction contract
following legal public bid requirements. During the bid process, Architect shall assist City
as follows:
(a) Issue and control of documents for bidding.
(b) Jointly conducting pre -bid conferences, including on -site visits as required, to
endeavor to assure that bidders understand the Construction Documents, the various
on -site conditions, and the coordination and scheduling requirements.
(c) Preparation of required addenda to Contract Documents.
(d) Tabulation and evaluation of bids received.
(e) Jointly conducting pre -award conferences where necessary.
(2) Architect's assistance to City shall include submitting written reviews and recommendations
for awards based upon the acceptability of bids; and, if required by City, more detailed
analyses of specific bids. Reviews shall also consider the responsiveness of bids and their
conformity with Bid Documents.
4
2.04 Construction Phase - Administration of the Construction Contract(s). Architect shall
provide the following construction phase - administration of the construction contract(s) services:
(I) The Construction Phase will commence with the award ofthe Construction Contract and will
terminate following the final one -year warranty inspection of the completed Project,
correction of all defects in Project materials and workmanship, and resolution of all Project -
related claims and disputes. During the Construction Phase, Architect shall provide the
following services.
(2) Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General Conditions.
Architect's assigned authority thereunder will not be substantially modified without
Architect's written consent.
(3) Architect, as a representative of City, shall advise and consult with the Director and will keep
City informed in writing through him of the progress of the Project, including percent
complete on amonthlybasis, during the Construction Phase; and after issuance ofthe "work
order" to proceed with the work, all of City's instructions to its Contractors will be issued
through Architect. Architect will have authority to act on behalf of Owner only to the extent
provided in this Agreement unless otherwise properly modified by written amendment.
(4) Architect shall provide, during construction, adequate and competent on -site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
himself with the progress and quality of the work, and to determine if the work is proceeding
in accordance with the Contract Documents. Architect's site observations may be conducted
with Owner's designated representative to check conformance of the work with the
requirements ofthe Contract Documents and to verify the accuracy and completeness ofthe
list submitted by the Contractor of work to be completed or corrected. Field Reports of each
visit shall be prepared by Architect and submitted to City. Architect shall employ all
reasonable measures to safeguard City against defects and deficiencies in the work of the
Contractor. Architect shall not be responsible for the construction means, methods,
techniques, sequences of procedures, nor for the safety precautions and programs employed
in connection with the work. However, Architect will immediately inform the Director
whenever defects and deficiencies in the work are observed, or when any observed actions
or omissions are undertaken by the Contractor which are not in the best interests of City and
the Project.
(5) Based on such observations at the site and on the Contractor's Application and Certificate for
Payment, Architect shall determine, monthly, the amount owing to the Contractor and shall
certify and forward the Contractor's Application and Certificate for Payment to the Director
for approval and payment. These certifications shall constitute a representation by Architect
5
to City, based on observations at the site and other data comprising the application for
payment, that the work has progressed to the point indicated; that to the best of Architect's
knowledge, information and belief, the quality of the work is in accordance with the Contract
Documents (subject to an evaluation of the work as a functioning whole upon substantial
completion, to the results of any subsequent tests required by the Contract Documents, to
minor deviations from the Contract Documents correctable prior to Project completion, and
to any specific qualifications stated in the Certificate); and that the Contractor is entitled to
payment in the amount certified.
(6) Architect shall recommend to City rejection of work which does not conform to the Contract
Documents. Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to execution and progress of the work or interpretation of the Contract
Documents, based upon such review and analysis by Architect as is reasonably required. In
the event of litigation, where Architect is named as an additional party with City, such
assistance will include the availability ofknowledgeablewitnessesintheemployofArchitect
for expert testimony.
(7) Architect shall use his best efforts to promptly review and approve or reject shop drawings,
product data and samples and other submissions of the Contractor for conformance only with
the design concept of the Project and with the information given in the Contract Documents.
Architect shall establish and implement precise procedures, to be approved by City's
Director, for expediting the processing and approval of these submissions without delay.
Prompt review by Architect of submissions is of prime importance to City and an absolute
necessity under the time constraints of the Project.
(8) Architect shall prepare Change Orders to the construction contract, in six (6) copies, after
review and approval by City. Each Change Order shall be specific and final as to prices and
extensions of time, with no reservations or other provisions allowing for future additional
money or time as a result of the particular changes identified and fully compensated in the
Change Order. Architect's compensation for preparation of Change Orders, if any, shall be
determined by Section 2.06(1) below.
(9) Architect shall conduct a professional observation to determine the dates of substantial
completion and final completion, shall receive written guarantees and related documents
assembled by the Contractor for submittal with the final Certificate of Payment, and shall
prepare and present a final Certificate for Payment to Director for City's approval and
payment. In addition, Architect shall make a professional observation of the Project at least
thirty (30) days before the expiration of the one (1) year warranty contained in the
Contractor's Performance Bond.
(10) Architect shall conduct regularly scheduled progress meetings with City, the Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
6
(11) Architect shall have authority to order minor changes in the construction work,
consistent with the Contract Documents, and not involving an adjustment in the
Contractor's bid price or an extension of the Project Schedule. Such changes shall be
accomplished by Field Order. In addition, Architect may issue written Field Orders
which interpret the Plans and Specifications, with copies submitted to City's Director.
(12) Architect shall assemble and deliver to City a set of reproducible Record
Construction Drawings showing significant changes in the work during the
construction process and final location of mechanical and electrical service lines and
outlets, based upon marked -up prints of drawings and other data furnished by the
Contractor to Architect. Architect shall provide Record Construction Specifications
which will identify the changes in the specifications on a sheet, which sheet will be
inserted at the beginning of each section to which they pertain.
2.05 Project Representation Beyond Basic Services. In the event that circumstances should
develop whereby continuous, full -time representation at the Project site is required, the conditions
under which such representation shall be famished and the Project Representatives selected,
employed and directed shall be governed by an additional written Supplemental Agreement between
City and Architect.
2.06 Additional Services. Architect shall perform Additional Services, as requested by City, after
a not -to- exceed amount has been mutually agreed upon in writing by the Director and Architect.
Where City Council authorization is required, Architect shall not proceed until the appropriate
Resolution for such Additional Services has been adopted. The following services are not covered
under Article II, which defines and outlines Architect's Basic Services. If any of these Additional
Services are authorized in writing by the Director in advance of their performance, they shall be paid
for in the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and /or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City, unforeseen
circumstances due to hidden or unknown conditions, or codes /ordinances or other legal
requirements which may come into effect during the course of the Project. If changes are
required to be made because of error, oversight, clarification, discrepancy, orbudget overruns
in the work of Architect, City shall not be liable to compensate Architect for Additional
Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or other
cause during construction, and furnishing professional services as required in connection
with the replacement of such work, unless damage was the result of Architect's error.
(3) Providing other extraordinary professional services over and above the Contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast- track" the Project.
7
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized
to act in its behalf. City shall examine documents submitted by Architect and render decisions
pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey
of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property;
rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours
and other data pertaining to existing buildings or adjacent to the site, other improvements and trees;
and full information as to available service and utility lines, both public and private, and test borings,
pits, reports and soil bearing values and other necessary operations for determining subsoil
conditions.
3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
3.05 Permits. City will furnish the building permit 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 City and are not to be included by Architect in the Specifications
for the Project.
3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility
Program; two (2) copies of the City of Round Rock General and Supplementary General 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 process 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.
Basic Services $ 98,500.00
Reimbursables $ 5.000.00
Total $103,500.00
ARTICLE IV
PAYMENTS TO THE ARCHITECT
4.01 Basic Services. Payments hereunder shall not to exceed the following:
8
4.02 Deductions. No deductions shall be made from Architect's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Contractors.
4.03 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect during any phase or subphase
is abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on
account of it prior to receipt of written notice from City through its Director of such abandonment
or suspension.
4.05 Invoices. Architect's invoices to City shall provide complete information and documentation
to substantiate Architect's charges, and shall be in a form to be specified by the Director. All
payments to Architect shall be made on the basis of the invoices submitted by Architect and
approved by the Director. Such invoices shall conform to the schedule of services and costs in
connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup
material be requested by the Director, Architect shall comply promptly with such request. In this
regard, should the Director determine it necessary, Architect shall make all records and books
relating to this Agreement available to City for inspection and auditing purposes.
4.06 Payment of Invoices. City reserves the right to correct any error that maybe 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.
4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Architects, their employees, or their
consultants in the interest of the Project for the incidental expenses set forth below. Such expenses
must be authorized by the Director in advance. An allowance for Reimbursable Expenses not to
exceed $5,000.00 is established as a condition of this Contract. When authorized in advance by City,
the following shall be reimbursable: reasonable transportation and living expenses of principals and
employees when traveling in connection with the Project outside of Williamson County, Texas,
essential long distance calls and telegrams, fees paid for the securing of approval of authorities
having jurisdiction over the Project, postage, and reproduction of Drawings and Specifications,
9
excluding copies for Architect's office use and the required number of sets at each phase of the work
for City's review.
ARTICLE V
ARCHITECT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Architect, shall be kept on a
generally recognized accounting basis and shall be available to City or its authorized representatives
at mutually convenient times.
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that the Director may cancel or indefinitely suspend further work hereunder
or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days'
written notice to Architect, with the understanding that immediately upon receipt of said notice all
work and labor being performed under this Agreement shall cease. Architect shall invoice City for
all work satisfactorily completed and shall be compensated in accordance with the terms of this
Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for
lost or anticipated profits.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which
is unsatisfactory as determined by the Director or which is not submitted in compliance with the
terms of this Agreement. City shall not be required to make any payments to Architect when
Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right,
at law and at equity, which City may have if Architect is in default, including the right to bring legal
action for damages or to force specific performance of this Agreement.
ARTICLE VII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions ofthe Contract for Construction ",
are to be used by Architect without modification; however, City may, upon prior consultation,
approve of any changes that may be necessary for specific cases or instances. Any special conditions
pertaining to the Project that are approved by City will be included under the Special Conditions
portion of the Construction Documents.
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.
10
ARTICLE VIII
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
8.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed
a release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of Designs, Working Drawings, Specifications or other
documents and work; nor shall such approval be deemed to be an assumption of such responsibility
by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or
other documents prepared by Architect, its employees, subcontractors, agents and consultants.
8.02 Indemnification (Damage Claims). Architect agrees, to the fullest extent permitted by law,
to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability
or cost (including reasonable attomey's fees) to the extent caused by Architect's negligent acts,
errors or omissions in the performance of professional services under this Agreement and those of
his or her subconsultants or anyone for whom Architect is legally liable.
Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect, its
officers, agents and employees, harmless from any damage, liability or cost (including reasonable
attorney's fees) to the extent caused by Owner's negligent acts, errors or omissions in the
performance of professional services under this Agreement and those of its contractors,
subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the
Project the subject of this Agreement.
8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and
indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or
Specifications prepared by Architect, its employees, associates or subconsultants pursuant to this
Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily. Architect shall
pay any and all resulting costs, damages and attorney's fees finally awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
(a) If Architect defends City against such claims, the City Attorney shall be kept informed of
settlement negotiations, and shall execute any settlement agreement reached by Architect on
City's behalf.
(b) Architect's defense and indemnification under this section is conditioned on City's
agreement that if any of the designs, plans or specifications, become, or in Architect's opinion
are likely to become, the subject of such a claim, City will permit Architect, at Architect's option
and expense, either to procure the right for City to continue using the designs, plans or
specifications or to replace or modify the same so that they become non - infringing; and if neither
of the foregoing alternatives is available on terms which are reasonable in Architect's judgment,
I1
City, to the extent City is legally able to do so, will cease using the designs, plans or
specifications on written request of Architect, in which instance City has the sole option to either
require Architect to perform new design work at Architect's sole expense, or to terminate this
Agreement.
(c) Architect has no liability under this section for any claim of infringement based upon the
modification or alteration of the designs, plans or specifications prepared under this Agreement
subsequent to the Project by City, or by any engineering consultant subsequently employed by
City.
(d) The foregoing states the entire obligation of Architect with respect to infringement of
patents and copyrights.
(3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply
to products or materials which City has required that Architect include in any of the Designs,
Plans and Specifications, or which are substituted by Contractor or any of his subcontractors
during the Construction Phase of the Contract.
8.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of
this Agreement professional liability insurance coverage in the minimum amount of Five Hundred
Thousand Dollars ($500,000.00) 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.
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
12
Architect shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non - renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for payment
of any premiums or assessments for any deductibles which all are at the sole responsibility and
risk of Architect.
(3) The Tenn "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees and
agents thereof in their official capacities, and /or while acting on behalf of the City of Round
Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any such future coverage, or to City's Self - Insured Retentions of whatever
nature.
(5) Architect and City mutually waive subrogation rights each may have against the other for
loss or damage, to the extent same is covered by the proceeds of insurance.
8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by
Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum
coverage in force to be filed with the City. Such Certificates of Insurance are evidenced as Exhibit
"A" herein entitled "Certificates of Insurance."
ARTICLE IX
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
9.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall
comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round
Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and
National boards, bureaus and agencies. Architect shall further obtain all permits and licenses
required in the performance of the professional services contracted for herein.
9.02 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 ofthis Agreement shall be from
the date of execution hereof until six (6) consecutive months thereafter.
13
10.02 Project Performance Schedule.
(1) Time of completion of the services referenced herein shall be as follows:
Completion of services not later than six (6) consecutive months from date of execution hereof.
Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of
this Agreement by express written agreement of the parties.
(2) Architect understands that the Project Performance Schedule is of critical importance, and
agrees to undertake all necessary efforts to expedite the performance of services required herein, so
that construction of the Project will be commenced as scheduled. In this regard, Architect shall
proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish
services required under this Agreement in a professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers,
employees, agents, consultants and subcontractors will have no financial interest, direct or indirect,
in the purchase or sale of any product, materials or equipment that will be recommended or required
for the construction of the Project.
11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall not
be disclosed to any third parties without the prior written consent and approval of City's Director.
ARTICLE XII
GENERAL PROVISIONS
12.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that
any failure of Architect to complete the services for each phase of this Agreement within the agreed
Project Performance Schedule may constitute a material breach of this Agreement. Architect shall
be responsible for its delays or for failures to use professional efforts in accordance with the terms
of this Agreement. Where damage is caused to City due to Architect's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder
without waiver of any of City's additional legal rights or remedies.
12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible or circumstances beyond its control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
14
representatives to each other with respect to the terms of this Agreement. Architect shall not assign,
sublet or transfer any interest herein without City's prior written authorization
12.04 Amendments. This Agreement, representing the entire agreement between the parties, may
only be amended or supplemented by mutual agreement of the parties hereto in writing.
12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson
County, Texas, and if legal action is necessary by either party with respect to the enforcement of any
or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County,
Texas. This Agreement shall be govemed by and construed in accordance with the laws and court
decisions of the State of Texas.
12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as
follows:
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:
John S. Moman, AIA
Moman Architects
309 West Main Street, Suite 120
Round Rock, Texas 78664
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed
in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution
No. approved by the City Council on ,
and Moman Architects, 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
15
MOMAN ARCHITECTS
Bv:
S. Moman, AI Principal
16
01/15/2003 11:28 15124439669 USI INSURANCE AUSTIN PAGE /02
CERTIFICATE OF LIABILITY INSURANCE • Date: 111 r m3
COMPANIES APPORDING COVERAGE
A Hartford Lloyds Insurance Company
B Hartford Casualty Insurance Company
C
PRODUCER
USI Insurance Services of Texas
1946 S.'IH -35, Suite 301
Austin, TX 78704
INSURED
Moman Architects, Inc. D
309 W. Main Street, Suite 120
1111 Ifileigitte 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
Seicw.
CO TYPE OF INSURANCE POLICY Eh'r).CTIVE EXPIRATION LIMITS
• LTIL NUMBER DATE DATE
A OEramALLIABILrTY 61SBANM5902 7/24/02 7/24/03
. • • • 1
•
fit III
AUTOMOBILE LIABILITY
Hired Autos
Non -Owned Autos
EYr'PS4 LIABILITY
B WORKERS' COMPENSATION
AND EMPLOYERS' 1/ABILITY
•
C PROFESSIONAL LIABILITY SAE0115487
DESCRIPTION OF OPERATIONS /W.- ATIQNS/VEHICLES/SPECIAL ITEMS/EX bk.I IONS
Project Reference: City of fzf - ...Rock PARD Yard Site
The City otRound Rock is named in eddidocai Insured with respect to all policies excspt'Wetkera' Compensation and Employers' Liability'
and `Professional Liability'. Shod d any of the above described policies be cancelled or changed bcthre the expiration date thereof, the issuing
company will mail tidily (30) days written notice to the certificate holder named below.
CERTIFICATE HOLDER: City Manager
City cCRound Rodc
221 E. Main Street
Round Rock. Texas 78664
Coo of
Security Insurance Company of Hartford
GENERAL AGGREGATE
PRODUCTS- COMP /OP AGO.
PERSONAL & ADV. INJURY
EACH OCCURRENCE
FIRE DAMAGE (Any cm try)
/ 4 . COMBINED SINGLE LIMIT 5
BODILY INJURY (Per person) . 3
BODI INJURY (Per accident) S
PROPERTY DAMAGE S
EACH OCCURRENCE
AGGREGATE
1 20 t = A•rtlTo6X 1JM1Ts
EACH ACCIDENT
DISEASE- POLICY LIMIT
DISEASE -EACH EMPLOYEE
Title: Sri1Pr EvnClltlVP
EXWIIBIT - RcrE d 142002
s 1,000,000
s 2,000,000
s 1,000,000
s 1,000,000
S 500,000
MED.02 P 4SE (MY aria person) S 10,000
S
:1;888;888
s 1, 000, 00D
n 1
Per Claim: $1,000,000
Annl Agg; $' :1,000,000
01/15/2003 WED 10:14 ITX /RX NO 67401 021002
1
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300 S Burnet
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w;r E P.A.R.D. Yard Site P.—
DATE: January 17, 2003
SUBJECT: City Council Meeting — January 23, 2003
ITEM: 10.E.1. Consider a resolution authorizing the Mayor to execute a Standard
Form of Agreement Between Owner and Architect with Standard
Form of Architects Services, and Supplemental Agreement No. I
with Moman Architects for the relocation of the Parks and
Recreation Department Service Yardsite.
Resource: Larry Madsen, Construction Manager
History: The current location of the yard site is the future location of the surface parking lot
for the McConico building. The new yard site will be located at 300 S. Burnet. The
project includes the design development and construction administration for the
PARD yardsite and buildings. The amount of the contract is $98,500.00 with a
reimbursable amount not to exceed $5,000 for a total contract amount of $103,500.
Funding:
Cost: $103,500.00
Source of funds: General Capital Imp. Construction Funds
Outside Resources: Moman Architects
Impact/Benefit: The relocation of the yardsite will provide new needed facilities for the
PARD personnel and enhance the overall coordination plan for the
Municipal Office Complex.
•
Public Comment: N/A
Sponsor: N/A
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
AIA Document B141 -1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification
AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 01997 by The American Institute of
Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the
copyright laws of the United States and will subject the violator to legal prosecution.
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEMENT made as ofthe e 01r4 (23)day of the month of dIU)(k QVq in the year Two Thousand Three.
(In wards, indicate day, month and year) J
Pixdna1CORRigagnnnI0 02032 WPO45g
/2-03 0E/
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 B I41- STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292 WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator legal prosecution This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Fomtat B141 -1997
Page #1
and the Architect:
(Name, address and other information)
Moman Architects
309 Wcst Main Street, Suite 120
Round Rock, Texas 78664
For the following Project:
(Imitate detailed description of Project)
Complete professional design services (including architectural, civil, mechanical /electrical /plumbing, and structural) related to
construction of the following new facilities to serve as the Round Rock Parks and Recreation Department (PARD) Service Yard Site
located at 300 South Burnet, Round Rock, Texas' approximately3,600 square foot poi ebam, approximately 14,000 square foot metal
storage building, approximately 1300 square foot break room /toilet building, all on approximately 150,000 square feet of site area.
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 dispositionfor thefollowing items byinserting the requested information or a statementsuch as "not applicable, ""unknown at time
of execution" or "to be determined later by mutual agreement')
Architect shall furnish the aforementioned services for Design Development Construction Documents, Bidding/Negotiation,
and Construction Administration phases for the referenced Project on the PARD Service Yard Site.
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
The PARD Service Yard Site shall house and support areas of operations and service for the Round Rock Parks Department.
1.1.2.2 The physical parameters are:
(Identify or de scribe, ifappropriate, sre, location, dimensions, or other pertinent information. such as geotechnical reports about the site)
The PARD Service Yard Site is to be on property located at 300 South Burnet in 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.)
Complete professional design services (including architectural, civil, mechanical /electrical /plumbing, and structural) related to
construction of the following new faciliti to serve as the Round Rock Parks and Recreation Department (PARD) Service Yard
Site located at 300 South Burnet, Round Rock, Texas: approximately 3,600 square foot pole barn, approximately 14,000 square
foot metal storage building, approximately 1,700 square foot break room /toilet building, all on approximately 150,000 square
feet of site area.
Design Development Phase
Architectural $11,678.75 Moman Architects, Inc.
Civil 5.000.00 Fisher Hagood, Inc.
MEP 2.530 00 Hendrix Consulting Engineers
Structural 0.00 Fisher Hagood, Inc.
Subtotal $19,208.75
Construction Documents Phase Architectural $18,686.00 Moman Architects, Inc.
Civil 13.200.00 Fisher Hagood, Inc.
MEP 10.550.00 Hendrix Consulting Engineers
Structural 4 400 00 Fisher Hagood, Inc.
Subtotal $46,836.00
2
Bidding/Negotiation Phase Architectural $ 4,671.50 Moman Architects, Inc.
Civil 1.100.00 Fisher Hagood, Inc.
MEP 1.055.00 Hendrix Consulting Engineers
Structural 330.00 Fisher Hagood, Inc.
Subtotal $ 7 156.50
Construction Administration Phase Architcctuml 811,678.75 Moman Architects, Inc.
Civil 7,200.00 Fisher Hagood, Inc.
MEP 4.220.00 Hendrix Consulting Engineers
Structural 2.200.00 Fisher Hagood, Inc.
Subtotal $25,298.75
TOTAL $98,500.00
1.1.2.4 The legal parameters are:
(Identify pertinent legal information, Including, if appropriate, land surreys and legal descriptions and restrictions of the site)
1.1.2.5 The financial parameters are as follows.
.1 a1.no.n t the Architect's compensation is:
Architect's total compensation for services hereunder shall not exceed the sum of $98,500.00. plus authorized
reimbursable expenses in an amount not to exceed 55,000.00. Customary reimbursable expenses include travel
copies, reproductions, presentations, telephone, postal or courier services, and all other similar expens
.2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is:
Not determined
1.1.2.6 The time parameters are:
(Idenlfy, if appropriate, milestone dates, durations orfest track scheduling)
Completion not later than six (6) consecutive months 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 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:
(Identifyspecial characteristics or needs of the Project such as energy, environmental or historic preservation requirements)
Unknown at this time.
1.1.3 PROJECT TEAM
1.13.1 The Owner's Designated Representative is:
(List name, address and other information )
Larry Madsen
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)
3
City Manager
221 East Main Street
Round Rock, Texas 78664
1.1.33 The Owner's other consultants and contractors are:
(List discipline and, if known, Ident fy them by name and address)
Not selected at this time
1.1.3.4 The Architect's Designated Representative is:
(List name, address and other information)
John S. Moman, AIA, Principal
Moman Architects
309 West Main Street, Suite 120
Round Rock, Texas 78664
1.13.5 The consultants retained at the Architect's expense are:
(List discipline and if known, identify them by name and address)
Civil Fisher Hagood, Inc.
MEPHendrix Consulting Engineers
Structural Fisher Hagood, Inc.
1.1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract
for Construction shall be the edition of AIA Document A201 n ..........rkorasfoltows: 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 Architcct in determining
the Architect's compensation. Ili,tl.pa. t;.,Lu.,,....,...u t cl h.f .. ualiu,.,.. a y. aug .a..J,;..tlat.�..tt,tl..O,.....
pp.op. ad jaab....n. . uL,.u.,.p...�...;..,. a..J CLa.� L. 5. ...;..4,;...,......J.a.....�;Ot
Pa. a 1.3.3. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of$98,500 00
plus authorized reimbursable expenses in an amount not to exceed $5,000.00 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 Tl.. apdat. thu badg.t f . tL. P. . ,t, ;...tuWL. that pusliuu allu.at.J f . 11. Cu0t of the
Wc.f..TL.O L li. Iuta; g..; G. au tly;.....a.u.J....az. tL, i nn t;unvf11.L J1.tallu.,,t.df . tl..Cudt
p.a.d...g
, um .... I L.
The Owner shall establish and periodically update the budget for the Project.
4
1.2.23 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or the Owners Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress
of the Architect's services.
1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
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 11,. ,,.., Each party shall provide prompt written notice to the An.has...t other ifth.. Owe,.., either becomes aware
of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
1.2.2.8 Owner shall furnish, or direct Architect to obtain at Owner's expense, a certified survey of the site giving, as required.
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 famish building nemtits without charge. Electrical, plumbing and other trade permits will be the
responsibility of the constroction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are
not to be included by Architect in the specifications for the Project.
1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the
Cit of Round Rock General and Su, lementa Conditions for Buildin ' Construction Instructions toBidd Pro sal Forms
Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may be necessary
and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent
practicable, these documents shall be utilized in the preparation of the construction documents.
1.23 ARCHITECT
1.23.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated
in Article 1.4 and as enumerated elsewhere herein, in attached and accompanying documents, in supplemental documents, and
in related documents.
1.23.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect'sservices which initially shall be consistent with the lime periods established in Subparagraph 1. 1.2.6 and which shall
may be adjusted, if necessary and approved by Owner, as the Project proceeds. This schedule shall include allowances for
periods of time required for the Owners review, for the performance of the Owners consultants, and for approval ofsubmissions
by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not,
except for reasonable cause, be exceeded by the Architect or Owner.
1.233 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to net 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.
5
1.23.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.23.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.23.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. Tl.. A..I.a..t Each party shall provide prompt written notice to the 0,.,,., other if h. A,.La..t either
becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials famished by
the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of
management or supervision of construction or installation provided by a separate construction manager or contractor, plus a
t uLl. ll ......f ,d..6 for Contractor's overhead and profit. , . .. it.ull ,.w...f ....t:,. h ll
L : JJ L.g ....J f , cl .mb
13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs
of the land, rights -of -way and financing or other costs that are the responsibility of the Owner.
13.2 INSTRUMENTS OF SERVICE
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project
It t l 116 J dd d J :..L.,t,1,,,., VI, . „ all.,,,n, ,,,,,,ls..,
atat .,ltoy an ilL... ..d .,y , ..a.l■ d,.n .upyL . Owner acknowledges Architect's construction documents are
instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the
property of Owner upon completion of the work and payment in full of all monies due to Architect. Until completion of
construction, as to the particular Project for which the plans and specifications arc designed, Owner may not make any
modifications to same without the express written authorization of Architect. However, at any time after completion of
construction, as to the particular Project for which the plans and specifications were designed, Owner may reuse or makeany
modifications to the plans and specifications without the prior written authorization of Architect. Owner agrees not to use the
plans and specifications designed by Architect for a particular Protect to design or construct other similar projects. Owner
agrees, to the fullest extent permitted by law, to indemnify and hold Architect harmless from any claim, liability or cost
(including reasonable attorneys' fees )arising out of any unauthorized reuse or modification of the construction documents by
Owner or any person or entity that acquires or obtains the plans and specifications from or through Owner without the written
authorization of Architect.
13.2.2 Upon execution of this Agreement, the Architect grants to the Owner m, .... L, ...L..,.,.permission toreproduce
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 permission from the Architect's consultants consistent with this Agreement. Any
termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner
shall refrain front making further reproductions of Instruments of Service and shall return to the Architect within seven days of
termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged
in default of this Agreement, 11.f ..gu6.g1 .a,d . plu..Jby a a....,.J,,.....L,;..
permitting the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where
permitted by law, to make changes, corrections or additions to the Instruments of Services.,IJy for the purposes of completing,
using and maintaining the Project.
6
1.3.23 11,..113,a 6141111, 111 S L p.,...x, alp 11 1 .3.2.2,1 .. d .... - 11x1. L., .. ... ,1,d x,,..,d 1. , 11„ L.
1111.. t Ownershall not assign, delegate, sublicense, pledge or otherwise transferanyl;,..,,,.permission granted
herein to another party without the prior written agreement of Architect. However, 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 1;,...,o., y „111t,.d
Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in
connection with the Project is permitted. uo.l., L .. w1.,t..,..J.1., p., i 1. J,.11,
, Lt,.,,,, tL. p „o. ... i,t x fA I l t 1A I t t . � It t3. Any unauthorized
use of the Instruments of Service shall be at Owner's sole risk and without liability to Architect and Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing
to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by
separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic
data, including any special limitations not otherwise provided in this Agreement.
13.25 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 record conditions provided
by the contractor.
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, maybe accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing,
o,,,1..1 J...111. that all ,,, ' nut .,f,u h Chaos.. • 15 , ;, .,.,t ,..quit. J, d,. Owl,.., shall y; ploulpt ..1;tt .11. G tv tI1
Al ( ,;toot , .,11.I d.,. A 1.,I1;t..,t , 1 1, 11 L.rv. n0 0 tv p1o,;J,, 11 a., ,.1 ...u. Coo.pt VI .111116,. J .o. lo d ...
Al a ;t (,Chang, in 1 v ; 11...,,, 1p.. .o„tiuu, put „11111ttoP„1.1y.
It is expressly agreed and understood by all parties that, as to services hereunder. the total sum of $98,500 00 plus authorized
reimbursable expenses in an amount not to exceed $5.000.00 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 r
133.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to an
appropriate adjustment in the Architect's schedule and compensation.
.1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service;
.2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously
prepared Instruments of Service;
3 decisions of the Owner not rendered in a timely manner;
.4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget,
or procurement method;
7
.5 failure of performance on the part of the Owner or the Owner's consultants or contractors;
.6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where
the Architect is party thereto;
.7 change in the information contained in Article 1.1.
1.3.4 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
a.L hlat:l,1..,. tl...:..,GIaG.,,..,f L. .,... p..,4......JL. L ..6L.., pa. a If such matter relates
to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law
to comply with the lien notice or filing deadlines prior to resolution of the matter by mediations b a,Li6atiuu.
13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation ♦v UPI l w,l L .. Fa. Gw MU taa ablw.. la L ., ;II ..1,w1 1 Vila L u.J:..n 1 ,1d,., 11 y M4..d:a.ia,r
Request for mediation shall be filed in writing with the other
party to this Agreementa.1J...tl . t6.A.,1...:..a,. A.LL.a. .,,. A,,.,..ia.I.,1.. y .,a 1111, fIL.
.,v..d mediation shall proceed in advance of 1,,1,:6,44,.. ,,. legal or equitable
proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed fora 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.
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.
1.3.7 MISCELLANEOUS PROVISIONS
13.7.1 This Agreementshall begovemcd by th
1.4.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
13.7.2 Terms in this Agreementshall have the same meaning as those in the edition ofAIA Document A201, General Conditions
of the Contract for Construction, . f J.. J.,,....f th:, A6,......,,.t 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.
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 ,......J..,ftt..Jut,,.,Cth: 1161.,.,11.., ntasmodifiedbe tween OwnerandContractor.TheOwner
or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers
in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall createa contractual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
13.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project
to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner
to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
13.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the
Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
13.8 TERMINATION OR SUSPENSION
13.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall may be
considered substantial nonperformance and ,. , f . t.,... 6.,,G.,., v .,t 11... A...1,4....f. 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 givc fifteen days' written notice to the Owner. In the event of a suspension of services, the Architect
9
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. ,mu J any ..np..uaku L, the
. ti .,. up;Lag fill , J ,.., u „,ptio,,,,ftL..A,..ldt.�.l v:s. 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
$98,500 00 plus authorized reimbursable expenses in an amount not to exceed $5,000.00 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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1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect
may terminate this Agreement by giving not less than seven days' written notice.
1.3.8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
1 .3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the
Owner's convenience and without cause.
13.8.61n the event of termination not the fault oftheArchitect, the Architect shall be compensated for services performed prior
to termination, together with Reimbursable Expenses then due. a” .,Il Twunm ,.L pa, dr
1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly
attributable to termination for which the Architect is not otherwise compensated.y d
v .f .m I Ly it A, 1,a b
1.3.8.8 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 seven 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 Ownerfor 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.
13.83 Nothing contained in Section I.3 8.2 immediately aboveshall requireOwnertopav foranywork which is unsatis factory
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, norshall this section
constitute a waiver of any right at law or at equity which Owner may have i f Architect is in default, including the right to bring
legal action for damages or to force specific performance of this Agreement.
13.9 PAYMENTS TO THE ARCHITECT
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
13.9.2 Reimbursable Expenses, in an amount not to exceed 55,000.00 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;
10
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
.4-- expense -o1' th.,.. aut .
.7 reimbursable expenses as designated in Paragraph 1.5.5.;
.8 other similar direct Project related expenditures.
1.3.93 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.
1.3.9.4 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, insumnce, 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 8141 -1997, as herein amended
(List other documents, tf any, delineating Architect's scope of services)
1.4.1.3 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
"Supplemental Agreement No. 1" supplementing Standard Form ° greementBetween 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:
The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provides that it is a violation of the
ADA/TAS to desi¢n and construct a facility for first occupancy later than January 26, 1993, that does not meet the accessibility
and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet
such requirements. Architect will use his or her reasonable professional efforts to interpret applicable ADA/TAS requirements
and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project.
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 $98,500.00, plus authorized reimbursable
expenses in an amount not to exceed $5,000.00, which sum shall include such items as travel, copies, reproductions,
presentations, telephone, postal or courier services. and other similar expenses.
1.5.2 I f 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 v,, Lry r tLvJ vf. dja�bn rrt i , rrJ �at�J . n tld� Para
ui taLl� rrrar,a.r.
(Insert basis ofeompensation, includingratesand multiplesofDirect Personnel FxpenseforPrincipals and employees, and identifyPrincipals
and classify employees, if required. Identify specific cervices to which particular methods ojcompensalion apply)
1.53 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1. 00 )
times the amounts billed to the Architect for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 100) 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 ofZero and No /I00 Dollars (500.00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. _, _, .. Subsequent payments
for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of the Architect's invoice, or not later than the time period
required under the Texas Prompt Payment Act, whichever is later. Non - disputed amounts unpaid sixty (60) days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time
at the principal place of business of the Architect.
(insert rate of interest agreed upon.)
One and one-half percent (1 )4 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations
at the Owner's and Architect's principal places of business. the location of the Project and elsewhere may affect the validity of this provision.
Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers)
.59 Ifthvn. ■ , 641.41 JL y 61,411,11 ay. Imo tL .,,,rr,.ump l a. J t 0 mu. u
1.5.2.
This Agreement entered into as of the day and year first written above.
OWNER ARCHITECT
CITY OF ROUND ROCK,
Bv:
Mayor
ATTEST
By:l J .
Christine R. Martinez, City Secretary
By
12
MOMAN ARCHITECTS
n S. Motnan, AI , Principal
THE STATE OF TEXAS
CITY OF ROUND ROCK
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 design services (including architectural, civil,
mechanical/electrical /plumbing, and structural) related to construction of the
following new facilities to serve as the Round Rock Parks and Recreation Department
(PARD) Service Yard Site located at 300 South Burnet, Round Rock, Texas:
approximately 3,600 square foot pole barn, approximately 14,000 square foot metal
storage building, approximately 1,700 square foot break room/toilet building, all on
approximately 150,000 square feet of site area
all as are more specifically identified and described in the accompanying AIA Document B141-1997.
This Supplemental Agreement No. 1 is made and entered into as of the .Q3 day of
2003, and is by and between the same parties, those being the CITY OF ROUND
CK, a home le municipal corporation of Williamson County, Texas (hereinafter referred to as
"City" and/or "Owner ") and MOMAN ARCHITECTS, with offices located at309 West Main Street,
Suite 120, Round Rock, Texas, 78664 (hereinafter referred to as "Architect ").
SUPPLEMENTAL AGREEMENT NO. 1
WITNESSETH:
KNOW ALL BY THESE PRESENTS:
WHEREAS, City intends to design and construct the Round Rock PARD ServiceYard Site
Project described in the accompanying AIA Document B 141 -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 the Round Rock PARD ServiceYard Site Project, all as previously and
hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and
WHEREAS, Architect has agreed to provide such professional services for the compensation
delineated therein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and
conditions contained in the accompanying AIA Document B141 -1997 that this document
0 • wra9.g
supplements, and the terms, covenants, and conditions contained herein, do hereby contract as
follows:
Design Development Phase
Construction Documents Phase
Bidding/Negotiation Phase
Construction Administration Phase
TOTAL
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Round Rock PARD ServiceYard Site
Project as set forth in the referenced documents.
1.02 Compensation. City shall compensate Architect for the following Scope of Work services:
Complete professional design services (including architectural, civil,
mechanical /electrical /plumbing, and structural) related to construction of the following new
facilities to serve as the Round Rock Parks and Recreation Department (PARD) Service Yard
Site located at 300 South Burnet, Round Rock, Texas: approximately 3,600 square foot pole
barn, approximately 14,000 square foot metal storage building, approximately 1,700 square
foot break room/toilet building, all on approximately 150,000 square feet of site area.
Architectural $11,678.75 Moman Architects, Inc.
Civil 5,000.00 Fisher Hagood, Inc.
MEP 2,530.00 Hendrix Consulting Engineers
Structural 0.00 Fisher Hagood, Inc.
Subtotal $19,208.75
Architectural $18,686.00 Moman Architects, Inc.
Civil 13,200.00 Fisher Hagood, Inc.
MEP 10,550.00 Hendrix Consulting Engineers
Structural 4.400.00 Fisher Hagood, Inc.
Subtotal $46,836.00
Architectural $ 4,671.50 Moman Architects, Inc.
Civil 1,100.00 Fisher Hagood, Inc.
MEP 1,055.00 Hendrix Consulting Engineers
Structural 330.00 Fisher Hagood, Inc.
Subtotal $ 7,156.50
Architectural $11,678.75 Moman Architects, Inc.
Civil 7,200.00 Fisher Hagood, Inc.
MEP 4,220.00 Hendrix Consulting Engineers
Structural 2.200.00 Fisher Hagood, Inc.
Subtotal $25,298.75
2
$98,500.00
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 $98,500.00, plus Reimbursable Expenses up to a limit of $5,000.00. These amounts
represent the absolute limit of City's liability to Architect hereunder unless same shall be changed
by additional Supplemental Agreement hereto.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the services described below,
and include complete architectural services and complete structural, mechanical, and electrical
services, and such other services as may be necessary to assist City in the design of the Round Rock
PARD ServiceYard 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 best professional
efforts to complete all services hereunder in accordance with such Performance Schedule.
2.02 Construction Documents Phase. Architect shall provide the following construction
documents phase services:
(1) Architect shall prepare from the approved Design Development Documents, for
consideration of and approval by the Director, Construction Documents, which documents
shall set forth in detail the requirements of the Project, including the necessary bidding
information. Architect shall assist City in preparation of the Bidding Forms, shall utilize
without modification City's standard General and Supplementary General Conditions, and
shall draft all Special Conditions of the Contract. City's standard form of Contract between
City and the Contractor shall also be utilized without modification, along with City's form
of Bid Bond, Performance Bond and Payment Bond.
(2) Architect shall furnish City in writing a revised Statement of Probable Construction Cost,
indicating cost changes resulting from changes in Project requirements or general market
conditions, in a form acceptable to the Director.
(3) Architect shall file five (5) complete sets of proposed Construction Documents with the
Director for review and official approval prior to the advertisement of bids for the
construction of the Project, and within the agreed Performance Schedule following approval
of the Design Development Documents. Following approval, Architect shall prepare and
3
have on hand additional sets as needed for bidding purposes. Architect shall also file with
the Director at said time, the following items:
(a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This
tracing shall be returned to Architect to print contract documents when the signatures
of City officials have been properly affixed).
(b)
Two (2) copies of Statement of Probable Construction Cost in a form acceptable to
City.
(c) Four (4) unbound copies of the approved Project Construction Manual for subsequent
binding with signed construction contracts. The Project Construction Manual shall
include General and Supplementary General Conditions; Specifications and Special
Provisions; Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid
Bond, Contract, Performance and Payment Bond Forms; approved Wage Rates;
Federal regulations if applicable to the Project; and other required documents for
construction of the Project.
2.03 Bidding Phase. Architect shall provide the following bidding phase services:
(1) Following City's approval of the Construction Documents and of the latest Statement of
Probable Construction Cost, Architect shall assist City in awarding a construction contract
following legal public bid requirements. During the bid process, Architect shall assist City
as follows:
(a) Issue and control of documents for bidding.
(b)
Jointly conducting pre -bid conferences, including on -site visits as required, to
endeavor to assure that bidders understand the Construction Documents, the various
on -site conditions, and the coordination and scheduling requirements.
(c) Preparation of required addenda to Contract Documents.
(d) Tabulation and evaluation of bids received.
(e) Jointly conducting pre - award conferences where necessary.
(2) Architect's assistance to City shall include submitting written reviews and recommendations
for awards based upon the acceptability of bids; and, if required by City, more detailed
analyses of specific bids. Reviews shall also consider the responsiveness of bids and their
conformity with Bid Documents.
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2.04 Construction Phase - Administration of the Construction Contract(s). Architect shall
provide the following construction phase - administration of the construction contract(s) services:
(1) The Construction Phase will commence with the award of the Construction Contract and will
terminate following the final one -year warranty inspection of the completed Project,
correction of all defects in Project materials and workmanship, and resolution of all Project -
related claims and disputes. During the Construction Phase, Architect shall provide the
following services.
(2) Architect shall provide administration of the Construction Contract as set forth in the
Construction Documents, specifically the General and Supplementary General Conditions.
Architect's assigned authority thereunder will not be substantially modified without
Architect's written consent.
(3) Architect, as a representative of City, shall advise and consult with the Director and will keep
City informed in writing through him of the progress of the Project, including percent
complete on amonthlybasis, during the Construction Phase; and after issuance of the "work
order" to proceed with the work, all of City's instructions to its Contractors will be issued
through Architect. Architect will have authority to act on behalf of Owner only to the extent
provided in this Agreement unless otherwise properly modified by written amendment.
(4) Architect shall provide, during construction, adequate and competent on -site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
himself with the progress and quality of the work, and to determine if the work is proceeding
in accordance with the Contract Documents. Architect's site observations maybe conducted
with Owner's designated representative to check conformance of the work with the
requirements of the Contract Documents and to verify the accuracy and completeness of the
list submitted by the Contractor of work to be completed or corrected. Field Reports of each
visit shall be prepared by Architect and submitted to City. Architect shall employ all
reasonable measures to safeguard City against defects and deficiencies in the work of the
Contractor. Architect shall not be responsible for the construction means, methods,
techniques, sequences of procedures, nor for the safety precautions and programs employed
in connection with the work. However, Architect will immediately inform the Director
whenever defects and deficiencies in the work are observed, or when any observed actions
or omissions are undertaken by the Contractor which are not in the best interests of City and
the Project.
(5) Based on such observations at the site and on the Contractor's Application and Certificate for
Payment, Architect shall determine, monthly, the amount owing to the Contractor and shall
certify and forward the Contractor's Application and Certificate for Payment to the Director
for approval and payment. These certifications shall constitute a representation by Architect
5
to City, based on observations at the site and other data comprising the application for
payment, that the work has progressed to the point indicated; that to the best of Architect's
knowledge, information and belief, the quality of the work is in accordance with the Contract
Documents (subject to an evaluation of the work as a functioning whole upon substantial
completion, to the results of any subsequent tests required by the Contract Documents, to
minor deviations from the Contract Documents correctable prior to Project completion, and
to any specific qualifications stated in the Certificate); and that the Contractor is entitled to
payment in the amount certified.
(6) Architect shall recommend to City rejection of work which does not conform to the Contract
Documents. Architect shall make recommendations on all claims and disputes of City or the
Contractor relating to execution and progress of the work or interpretation of the Contract
Documents, based upon such review and analysis by Architect as is reasonably required. In
the event of litigation, where Architect is named as an additional party with City, such
assistance will include the availability of knowledgeable witnesses in the employ of Architect
for expert testimony.
(7) Architect shall use his best efforts to promptly review and approve or reject shop drawings,
product data and samples and other submissions of the Contractor for conformance only with
the design concept of the Project and with the information given in the Contract Documents.
Architect shall establish and implement precise procedures, to be approved by City's
Director, for expediting the processing and approval of these submissions without delay.
Prompt review by Architect of submissions is of prime importance to City and an absolute
necessity under the time constraints of the Project.
(8) Architect shall prepare Change Orders to the construction contract, in six (6) copies, after
review and approval by City. Each Change Order shall be specific and final as to prices and
extensions of time, with no reservations or other provisions allowing for future additional
money or time as a result of the particular changes identified and fully compensated in the
Change Order. Architect's compensation for preparation of Change Orders, if any, shall be
determined by Section 2.06(1) below.
(9) Architect shall conduct a professional observation to determine the dates of substantial
completion and final completion, shall receive written guarantees and related documents
assembled by the Contractor for submittal with the final Certificate of Payment, and shall
prepare and present a final Certificate for Payment to Director for City's approval and
payment. In addition, Architect shall make a professional observation of the Project at least
thirty (30) days before the expiration of the one (1) year warranty contained in the
Contractor's Performance Bond.
(10) Architect shall conduct regularly scheduled progress meetings with City, the Contractor
and major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
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(11) Architect shall have authority to order minor changes in the construction work,
consistent with the Contract Documents, and not involving an adjustment in the
Contractor's bid price or an extension of the Project Schedule. Such changes shall be
accomplished by Field Order. In addition, Architect may issue written Field Orders
which interpret the Plans and Specifications, with copies submitted to City's Director.
(12) Architect shall assemble and deliver to City a set of reproducible Record
Construction Drawings showing significant changes in the work during the
construction process and final location of mechanical and electrical service lines and
outlets, based upon marked -up prints of drawings and other data furnished by the
Contractor to Architect. Architect shall provide Record Construction Specifications
which will identify the changes in the specifications on a sheet, which sheet will be
inserted at the beginning of each section to which they pertain.
2.05 Project Representation Beyond Basic Services. In the event that circumstances should
develop whereby continuous, full -time representation at the Project site is required, the conditions
under which such representation shall be furnished and the Project Representatives selected,
employed and directed shall be governed by an additional written Supplemental Agreement between
City and Architect.
2.06 Additional Services. Architect shall perform Additional Services, as requested by City, after
a not -to- exceed amount has been mutually agreed upon in writing by the Director and Architect.
Where City Council authorization is required, Architect shall not proceed until the appropriate
Resolution for such Additional Services has been adopted. The following services are not covered
under Article II, which defines and outlines Architect's Basic Services. If any of these Additional
Services are authorized in writing by the Director in advance of their performance, they shall be paid
for in the manner agreed to at the time of authorization.
(1) Preparing Change Orders and supporting data and /or revising previously approved plans
when the changes in approved Plans and Specifications are required by the City, unforeseen
circumstances due to hidden or unknown conditions, or codes /ordinances or other legal
requirements which may come into effect during the course of the Project. If changes are
required to be made because of error, oversight, clarification, discrepancy, or budget overruns
in the work of Architect, City shall not be liable to compensate Architect for Additional
Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or other
cause during construction, and furnishing professional services as required in connection
with the replacement of such work, unless damage was the result of Architect's error.
(3) Providing other extraordinary professional services over and above the Contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast- track" the Project.
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ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized
to act in its behalf. City shall examine documents submitted by Architect and render decisions
pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey
of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property;
rights - - way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours
and other data pertaining to existing buildings or adjacent to the site, other improvements and trees;
and full information as to available service and utility lines, both public and private, and test borings,
pits, reports and soil bearing values and other necessary operations for determining subsoil
conditions.
3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract
Documents.
3.05 Permits. Citywill furnish the building permit 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 City and are not to be included by Architect in the Specifications
for the Project.
3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility
Program; two (2) copies of the City of Round Rock General and Supplementary General 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 process 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.
Basic Services $ 98,500.00
Reimbursables $ 5.000.00
Total $103,500.00
ARTICLE IV
PAYMENTS TO THE ARCHITECT
4.01 Basic Services. Payments hereunder shall not to exceed the following:
8
4.02 Deductions. No deductions shall be made from Architect's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Contractors.
4.03 Additions. No additions shall be made to Architect's compensation based upon Project
construction claims, whether paid by City or denied.
4.04 Abandonment. If any work designed or specified by Architect during any phase or subphase
is abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on
account of it prior to receipt of written notice from City through its Director of such abandonment
or suspension.
4.05 Invoices. Architect's invoices to City shall provide complete information and documentation
to substantiate Architect's charges, and shall be in a form to be specified by the Director. All
payments to Architect shall be made on the basis of the invoices submitted by Architect and
approved by the Director. Such invoices shall conform to the schedule of services and costs in
connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup
material be requested by the Director, Architect shall comply promptly with such request. In this
regard, should the Director determine it necessary, Architect shall make all records and books
relating to this Agreement available to City for inspection and auditing purposes.
4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Architect and to adjust the same to meet the requirements of the
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.
4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Architects, their employees, or their
consultants in the interest of the Project for the incidental expenses set forth below. Such expenses
must be authorized by the Director in advance. An allowance for Reimbursable Expenses not to
exceed $5,000.00 is established as a condition of this Contract. When authorized in advance by City,
the following shall be reimbursable: reasonable transportation and living expenses of principals and
employees when traveling in connection with the Project outside of Williamson County, Texas,
essential long distance calls and telegrams, fees paid for the securing of approval of authorities
having jurisdiction over the Project, postage, and reproduction of Drawings and Specifications,
9
excluding copies for Architect's office use and the required number of sets at each phase of the work
for City's review.
ARTICLE V
ARCHITECT'S ACCOUNTING RECORDS
5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses
pertaining to the Project, and records of accounts between City and Architect, shall be kept on a
generally recognized accounting basis and shall be available to City or its authorized representatives
at mutually convenient times.
ARTICLE VI
TERMINATION AND DEFAULT
6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully
understood by Architect that the Director may cancel or indefinitely suspend further work hereunder
or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days'
written notice to Architect, with the understanding that immediately upon receipt of said notice all
work and labor being performed under this Agreement shall cease. Architect shall invoice City for
all work satisfactorily completed and shall be compensated in accordance with the terms of this
Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for
lost or anticipated profits.
6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which
is unsatisfactory as determined by the Director or which is not submitted in compliance with the
terms of this Agreement. City shall not be required to make any payments to Architect when
Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right,
at law and at equity, which City may have if Architect is in default, including the right to bring legal
action for damages or to force specific performance of this Agreement.
ARTICLE VII
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary
General Conditions to AIA Document A201, "General Conditions ofthe Contract for Construction ",
are to be used by Architect without modification; however, City may, upon prior consultation,
approve of any changes that may be necessary for specific cases or instances. Any special conditions
pertaining to the Project that are approved by City will be included under the Special Conditions
portion of the Construction Documents.
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.
10
ARTICLE VIII
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
8.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed
a release of the responsibility and liability of Architect, its employees, subcontractors, agents and
consultants for the accuracy and competency of Designs, Working Drawings, Specifications or other
documents and work; nor shall such approval be deemed to be an assumption of such responsibility
by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or
other documents prepared by Architect, its employees, subcontractors, agents and consultants.
8.02 Indemnification (Damage Claims). Architect agrees, to the fullest extent permitted by law,
to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability
or cost (including reasonable attorney's fees) to the extent caused by Architect's negligent acts,
errors or omissions in the performance of professional services under this Agreement and those of
his or her subconsultants or anyone for whom Architect is legally liable.
Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect, its
officers, agents and employees, harmless from any damage, liability or cost (including reasonable
attomey's fees) to the extent caused by Owner's negligent acts, errors or omissions in the
performance of professional services under this Agreement and those of its contractors,
subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the
Project the subject of this Agreement.
8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and
indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or
Specifications prepared by Architect, its employees, associates or subconsultants pursuant to this
Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily.Architect shall
pay any and all resulting costs, damages and attorney's fees finally awarded, provided that:
(1) City promptly notifies Architect in writing of the claim; and
(2) Architect has sole control of the defense and all related settlement negotiations.
(a) If Architect defends City against such claims, the City Attorney shall be kept informed of
settlement negotiations, and shall execute any settlement agreement reached by Architect on
City's behalf.
(b) Architect's defense and indemnification under this section is conditioned on City's
agreement that if any of the designs, plans or specifications, become, or in Architect's opinion
are likely to become, the subject of such a claim, City will permit Architect, at Architect's option
and expense, either to procure the right for City to continue using the designs, plans or
specifications or to replace or modify the same so that they become non - infringing; and if neither
of the foregoing alternatives is available on terms which are reasonable in Architect's judgment,
11
City, to the extent City is legally able to do so, will cease using the designs, plans or
specifications on written request of Architect, in which instance City has the sole option to either
require Architect to perform new design work at Architect's sole expense, or to terminate this
Agreement.
(c) Architect has no liability under this section for any claim of infringement based upon the
modification or alteration of the designs, plans or specifications prepared under this Agreement
subsequent to the Project by City, or by any engineering consultant subsequently employed by
City.
(d) The foregoing states the entire obligation of Architect with respect to infringement of
patents and copyrights.
(3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply
to products or materials which City has required that Architect include in any of the Designs,
Plans and Specifications, or which are substituted by Contractor or any of his subcontractors
during the Construction Phase of the Contract.
8.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of
this Agreement professional liability insurance coverage in the minimum amount of Five Hundred
Thousand Dollars ($500,000.00) 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.
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
12
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.
(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 six (6) consecutive months thereafter.
13
10.02 Project Performance Schedule.
(1) Time of completion of the services referenced herein shall be as follows:
Completion of services not later than six (6) consecutive months from date of execution hereof.
Nothing recited herein shall be construed to prevent the negotiated renewal and /or extension of
this Agreement by express written agreement of the parties.
(2) Architect understands that the Project Performance Schedule is of critical importance, and
agrees to undertake all necessary efforts to expedite the performance of services required herein, so
that construction of the Project will be commenced as scheduled. In this regard, Architect shall
proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish
services required under this Agreement in a professional manner.
ARTICLE XI
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers,
employees, agents, consultants and subcontractors will have no financial interest, direct or indirect,
in the purchase or sale of any product, materials or equipment that will be recommended or required
for the construction of the Project.
11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other
documentation and work developed by Architect hereunder shall be kept confidential, and shall not
be disclosed to any third parties without the prior written consent and approval of City's Director.
ARTICLE XII
GENERAL PROVISIONS
12.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that
any failure of Architect to complete the services for each phase of this Agreement within the agreed
Project Performance Schedule may constitute a material breach of this Agreement. Architect shall
be responsible for its delays or for failures to use professional efforts in accordance with the terms
of this Agreement. Where damage is caused to City due to Architect's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder
without waiver of any of City's additional legal rights or remedies.
12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible or circumstances beyond its control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
14
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 iflegal action is necessary by either party with respect to the enforcement of any
or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County,
Texas. This Agreement shall be govemed by and construed in accordance with the laws and court
decisions of the State of Texas.
12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as
follows:
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:
John S. Moman, AIA
Moman Architects
309 West Main Street, Suite 120
Round Rock, Texas 78664
IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed
in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution
No. - (Y3- Ot- Z3 -(DEI approved by the City Council on c )C.Uf1UQv( OZ,Z00?),
and Moman Architects, signing by and through its duly authorized representative(stherebybinding
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 RO
By: I�� 1,
well, ayor
Christine R. Martinez, City Secretary
15
MOMAN ARCHITECTS
By:
S. Moman, AJ Principal
16
01/15/2003 11:28 15124439669
USI INSURANCE AUSTIN
PAGE+
CERTIFICATE OF LIABILITY INSURANCE Date; 1 /15 /n1
PRODUCER COMPANIES APPORDII4G COVERAGE
USI Insurance Services of Texas A Hartford Lloyds Insurance Company
Austin, S. IX -37, Suite 301 B Hartford Casualty Insurance Company
Austin, TX 78704 Y p y
INSURED C Security Insurance Company of Hartford
Moman Architects, Inc. D
309 W. Main Street, Suite 120
THIRm cktiAt i T1 be Insured named above is insured by the Companies listed above with respect to the
business operations hereina6er 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
d°IOW.
CO TYPE OF INSURANC E POLICY ILFr'1r'CTWVE EXPIRATION
• LTR NUMBER DATE DATE
EXCESS LUAH1L1TY
B WORKERS'COMPENSNITON
AND EMPLOYERS' LIABILITY
C PROFESSIONALLIABILSTY SAE0115487
DPSCRIP1ZON OF OPERATION-S/LOZ ATIONS/YEHICLES/SPECIAL ITEMS/EXCEPTIONS
Project Reference: City of z - - Rock PARD Yard Site
Cart of ImurCOLR EX IIBIT •
UNITS
A OENERALLIABILITY 61SBANM59O2 7/24/02 7/24/03 OENERALAGOREOATE $ 1,000,000
PRODUCTS- COMP /OPAOO. S 2,000,000
PERSONAL & ADV. DEURY $ 1,000,000
EACH OCCURRENCE $ 1,000,000
FIRE DAMAGE (Any cmftc) S 500,000
MED. EXPENSE (Any person) S 10, 000
A AUTOMOBILELLS81LrTY b1SLS ANM5YO2 /124/02 7/24/03 coD03INEDSINGiELIMrr s 1,000,000
Hired Autos BODILY INJURY (Pcr petson) S
Non -Owned Autos BODI4YINIURY(Pvaccideat) ' s
PROPERTYDAMAOE S
EACH OCCURRENCE
AGGREGATE
12 20 A .. AzLTORY LIMrrs
EACH ACCIDENT
DISEASE - POLICY LIMIT
DISEASE - EACH EMPLOYEE
Title: Ca1nc Ev,CI1tivp
Rrvk,d 1012002
S
S
^ 1
•
1
s 1; 888; 888
•1,000,000
Per Claim: $1,000,000
Annl Agg; $.1,000,000
The City of Round Rock is named its additional Insured with respect to all policies except 'Workers' Compensation and Employers' Liability'
and 'Ptofcsslonal Liability' Should any of rite above described policies be cancelled or changed be(bre the expiration date thereof, the issuing
company will mall thirty (30) days vett= wins to the certificate holder named below.
CERTIFICATE HOLDER: City OTanager
City c f Round Rock
221 E. Main Street
Roam t Rock, Texas 711664
01/15/2003 EYED 10:14 (TX /RX NO 6740) a002