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R-03-01-23-10E2 - 1/23/2003Standard 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 matenal herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL. TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the (a3) day of the month of s, Q .yl l - ( 11 it j in the year Two Thousand Three. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner. (Name, address and other rnf t ) City of Round Rock, Texas 221 East Main Street Round Rock, Williamson and Travis Counties, Texas 78664 AIA DOCUMENT 8141- STANDARD FORM AGREEMENT- 1997 EDITION - AIA - COPYRIGHT 1997 -THE AMERICAN INSTITUTEOF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S copyright laws and will subject the violator legal prosecution Thisdocument was electronically produced with permission of the AIA and can be reproduced without violation until the date of expirntion as noted below. o-'.xdo,1CORRigalnacconu'N atoAl,wPallg ,e- 03 -01- a3 -/OE.2_, Electronic Format B141 -1997 Page 61 and the Architect: (Name, address and other information) Page Southerland Page, L.L.P. 606 West Avenue Austin, Travis County, Texas 78701 -2725 For the following Project: (Include detailed description ofProJect) Professional planning, civil, architectural, structural, mechanical, plumbing, fire protection and electrical design services for the Municipal Office Complex Parking Garage and Plaza Project and civil engineering services for the Senior Activity Center Project. Professional services for these Projects shall include schematic design, design development, construction documents, bidding and construction administration and civil and electrical engineering services related to construction of the referenced structures to be located in the area of development referred to as the "Municipal Office Complex" in Round Rock, Williamson County. Texas. The Owner and Architect agree as follows. ARTICLE 1.1 INITIAL. INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the dispositionfor the following items by inserting the requested information ora statement such as not applicable," unknown at time of execution" or "to be determined later by mutual agreement.') 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: ( /dents or describe, if appropriate, proposed use or goals.) This project is an extension of the architectural master planning activities currently in progress between City, Page Southerland Page, and Spencer Godfrey (Senior Activity Center architect) Together, these projects will develop a common character for the MOC development and establish a baseline for future projects within the MOC area and future developments within the southwest district of the city. Landscape architecuml design will be provided underseparate contract, and is not included within the scope of this Agreement. Architect shall be responsible forthe design and supervision ofconstruction ofthe following: (I) civil engineering for the Senior Activity Center, (2) design for the MOC Parking Garage, which will be a 2 -level parking structure to include approximately 200 parking spaces with stairs and elevators to the plaza level' the plaza design will include hardscape paving, colonnade shade structures, activity areas, historical markers and site furnishings (delineated in greater detail in preliminary MOC Master Plan drawings illustrating project scope). Architect's engineering design for the MOC Parking Garage and Plaza and the Senior Activity Center will stub utilities to the street right -of -way, but will not include upgrading the existing City utility infrastructure within the scope of this Agreement. Additional exclusions from the scope of this Agreementare as follow: independent storm water treatment and detention facilities for the MOC Parking Garage and Plaza and the Senior Activity Center. Architect shall follow the goal of coordination of the infrastructure design with the construction documents for the MOC Parking Garage and Plaza and the Senior Activity Center and issue the Phase 1 utility upgrades with those projects. Architect shall coordinate the design of the MOC Parking Garage with the Senior Activity Center so that both projects, at the City's sole election, can be bid together and/or be constructed by the same general contractor. Architect shall coordinate the design of the MOC Parking Garage with the Senior Activity Centerparking garage so that construction details between each garage will be the same. Deliverabl for the MOC Parking Garage and Plaza and the Senior Activity Center civil engineering projects will include design review packages at each design phase 60% construction document package review and final bid documents. All electronic drawings shall be submitted in AutoCad release 2000 or otherwise as detenmined and directed by City. 2 1.1.2.2 The physical parameters are: (Identify or describe. if appropriate. size, location, dimensions, or other pertinent information, such as geolechntcal reports about the site) 1.1.23 The Owner's Program is: (Ident fy documentation or state the manner in which the program will be developed.) Scope of Work includes the following: Senior Activity Center Civil Engineering MOC Parking Garage and Plaza Design Project Management $19,500.00 Civil $48.750.00 Architectural $59, 550.00 Structural $57,900.00 Mechanical 513.950.00 Plumbing 514,500.00 Fire Protection 516,700.00 Electrical $18,550.00 Subtotal $249,400 00 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including. if appropriate, land surveys and legal descriptions and restrictions of the site) 1.1.2.5 The financial parameters are as follows. Architect's total compensation for services under this Agreement shall not exceed the sum of 5296,900 00, which sum shall include all deliverahles hut shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions. Postage, travel and courier services shall not exceed the sum of $25,000.00 without prior express written approval from Owner. 1.1.2.6 The time parameters are: (identify, if appropriate, milestone dates, durations or fast track scheduling) 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) $ 47.500.00 $249,400.00 Completion not later than nine(9) consecutive months from date of execution of this Agreement. Professional services such as architectural planning will be engaged by negotiated contract, General Contractor for construction will be selected by competitive bidding or other 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. 1.13 PROJECT TEAM 1.13.1 The Owner's Designated Representative is: (List name, address and other information) Larry Madsen, P.W. Construction Manager City of Round Rock Public Works Department 2008 Enterprise Drive Round Rock, Texas 78664 3 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (Luz name, address and other information) City Manager 221 East Main Street Round Rock, Texas 78664 1.133 The Owner's other consultants and contractors are: (List discrphne and, if known, identf 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) Michael J. Mace, AIA, Senior Vice President Page Southerland Page 606 West Avenue Austin, Texas 78701 -2725 1.13.5 The consultants retained at the Architect's expense are: (List duciphne and, if known, identify them by name and address) 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions oftheContract for Construction shall be the edition of ALA Document A201w ,,,.,das.,ft1 lst „ftt A0, ,...,,..d,a,u, follows.asmodified between Owner and Contractor. Architect's responsibility to provide services for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to Owner of the final certificate for payment. Duties, responsibilities and limitations of authority of Architect shall not be restricted, modified or extended without written agreement of Owner and Architect with consent of Contractor, which consent shall not be unreasonably withheld. Architect consents to the modifications of AIA Document A201, General Conditions of the Contract for Construction, between Owner and Contractor. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. D.,tl. pa, d.a La.�..... ".,, d,at�a..L L. , b. at.. at,ta.,v,at.,aJ a�h,,..,t, �,..... ,,, t ,.. P. all, ugh 1.3.3. However, it is expressly agreed and understood by all parties that the total sum of $296,900.00 plus reimbursable expenses in the total sum of $25,000.00 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. The Owner shall specifically provide the following: 4 * Tree and topographic surveys as required. * Geotechnical investigations and recommendations as required. 1.2.2.2 Wt.}... Th..Otat.t .,Loll t,,,t,: .,,,tl ht..,.,,,,,,,, d�.,..,,�,.tl.,,,,.....,ll Lt,d tit, t,ftitt, b ..t..11t,...t..d f t 11, kathit..t tt, ,, ..t„t..,p„ d:,, litt t ,.. :t, th.. R j t N . d q The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work, Owner's other costs, and reasonable contingencies related to all costs. 1.2.23 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Architect to famish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project and are approved by Owner. 1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing the Owner shall furnish or pay for tests inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. 1.2.2.7 TL„ Own.., Each party shall provide prompt written notice to the >1 t. It: a... tother ifti t..O.at..t either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.2.8 Owner shall furnish, or direct Architect to obtain at Owner's expense, a certified survey of the site giving, as required grades and lines of streets, alleys, pavements and adjoining property; rights- of-way, restrictions, easements, encroachments zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site. other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for lap fees will be paid by Owner and are not to be included by Architect in the specifications for the Project. 1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms. Bid Advertisement Form, and such other information and materials as maybe necessary and pmcticable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent practicable, these documents shall he utilized in the prepamtion 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 accom an in ' document in su letnental 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 5 Architect's services which initially shall be consistent with the time periods established in Subparagraph 1. 1.2.6 and which shalt may be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for periods oftimerequired for the Owner's review, fortheperfonnanceof the Owner's consultants, and forapproval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.233 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.23.5 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 famished by the Owner. TL., A,J■a�.t Each party shall provide prompt written notice to the Owner other ifth,. A,..ldt...t either becomes aware of any en omissions or inconsistencies in such services or information. ARTICLE 13 TERMS AND CONDITIONS 13.1 COST OF THE WORK 13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 1.3.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials 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 ,.,.,,,,.,.Lt....liv.�u......f for Contractor's overhead and profit. 13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights -of -way and financing or other costs that are the responsibility of the Owner. 13.2 INSTRUMENTS OF SERVICE 13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. All Architect's designs and work product under this Agreement including but not limited to Tracings, Drawings, Estimates, Specifications, Investigations, Studies and other documents completed or partially completed, shall be the property of Owner to be used as Owner desires without restriction on future use; by execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement, Architect hereby conveys transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 (or any successor copyright statute) as amended, all common law copyrights and all other intellectual property rights acknowledged by law inthe Project designs and work product developed under this Agreement. Copies may be retained by Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or 6 anyone connected with Architect, including agents, employees, consultants or subcontractors All documentssolost or damaged shall be replaced or restored by Architect without cost to Owner. 13.2.2 Upon execution of this Agreement, the Architect grants to the Owner arm,...... us. ..,L....,oe 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 nuu.,..lus permission from the Architect's consultants consistent with this Agreement. Airy .0fth; Agreement p,:.,. to. v. ..pl.th,..u fth.ny..t5hullt.,,u; out. theSG.. o,.. Upvu3u.htwnn.ot:un,tlw Own.. . If and upon the date the Architect is adjudged in default of this Agreement, tin. f .. h...,,. sl ll L. J....,..J L..mi..ut .1001... L u p...u.'t • 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 Servicesul.lg for the purposes of completing, using and maintaining the Project. 1.3.23 0 .4..pt f .t L . L ..nso 5c. 111 � ub,aph ..2.2,u 0t L.. ,h,.,,sov.,,1;L Lullb ... d....,u ,mtod ,uap Ab,.,.,.....t The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work Cubpu.ub,uplr 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. n. :uu f t1... .. .J rights-of thcArcL:a.t sun] tL..A.oI,t t' ..u.u,„IG,ub. TL.O.r...,,L Il..ulu,.tL.L.>t.u......buf fin futu..oda oo, t„ tL:, P, f . uth.. pop, , Any unauthorized use of the Instruments of Service shall be at the Owners sole risk and without liability to the Architect and the Architect's consultants. 13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations of-licenses not otherwise provided in this Agreement. 13.2.5 Alt plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 1.3.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementalty herein. In addition Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions as provided by the general 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 CIIANCE IN SERVICES 13.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, • ...q„b..,l Ly .0 usw,.. u. yu. Jd .. A.. I f ,,.,, a. u,.,.: fd ..A...ht...t5,.,..ww.u , J .4,.; b ., l III SIb pu.ub.aph1.3.3.2. 1. ah. 0L.. z- of,uom,; u t L W1 1L. A..L:t..t L ...:f IL., 0, .,.. to 'J:.. • .,u.l. o.■ .:. a. If d.. b....uu, y Y ..�, p.vv. b ;3 . ,ut ail .,l 11 b:v. p..,. ,. Y ....;tt u0d 1,. A..I.;t..t hull Luv. 0u ,Lt; t o . to p.u.;J. th . C....pt ft. .. .Lo..b. Ju. to .1,611,.1t „f 11,. A I' c CI S., ' .�.,f t1,.A 1 t.. t.,Lu11... its.. t uuu dju. t.,P u.ub.up lr 1 .5.2, au to any R .....b...au Ll . C .p...a..a J ...,... L . J ,.. SlLpu.ub.up 1 .3. 9 . 2 u.. P 1,1610111 1.5.5. However, it is expressly agreed and understood by all parties that the total sum of $296,900.00 plus reimbursable expenses in the total sum of$25,000.00 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 duty authorized by City Council resolution. 7 Pt n., y .,.,w.. J y 13.4 MEDIATION u, pwvnuw,w un u,, p 6 p,.pm0t:v„ f , .uJ a ,J ,,., at poLli.I,.u,L,K, 0 J:apot.. o p,v...J:,,b v, v 1.66.1 t pan ty tL...IO, 13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation u, a v„ J; tiv" p,... J.,, ttO .,,L;t.ut;u.,0,d,. Ina t;tut:,.,, b.. 10.. y; tLl. p, v..... T„ yLy .:th.. pal y. such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediationv, L 13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation :,6,u,d.,,tL. di.,,,,0t0lly S, 0111.,,.:, ., ,LOIiL.:,, 1, vv, J w,,.. ,,ot C v,,,LO.t : vn l n J O,L yh1 J:ut:v A,L A„ . : O G v : ,,.ff .l. Request for mediation shall be filed in writing with the other party to this Agreement.,vd ..,tL tL.,A.,,., A,L:6.,l*ma A„v...,t:vn. T ..,. ma L, a. , ...mama y ..;tl, d., flies,, of ., d.. J f ..,L;t,.,t .,,. Lvt : v.h ..,,t mediation shall proceed in advance of .., b;b.4... v, legal or equitable proceedings, which shall be stayed pending mediation fora period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 13.43 The parties shall share the 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. 135 ARBITRATION s 135.2 CL,:..,, J:,pv,., ..vJ vtL., :,, y v.,Ev„ L.t....,, th, pu, L, ..;th 10th lL, vlh,1 pmly l., lL a A8., ...n , ,t .,,,d ., ti ti Au,.., ,...,,, A, b 114 lwu A „vuvt,vu. anon III ai „a ,v„ 1 4 n,a u u i, a. , .gu , y p .L, J ;,, y O.,Gv„ . IJ L b J L tI , pp1 LI f 1 13:5.4 No-arbitun:vu ...ins vu. of v, ,.l.,tL, to tL :. Aa,.., ,Lull in..L,J., by ..v ,w1:J..t:v„ v, jvinla v, in .my 0111.., dd: ma „ t ul,.,, u u s,n d, A� 1 61 n,.,d unJ,b,, dL ytL.O wt. .,,A,.Iid ,u „ u, in,.v ., l;nk, an JJ;t;vna i.,,vn v, .,day ,L..II nut .vita 1 ul..vo,.o! lv all L:Lat:vn ll f any a. l.,nv, J „poh, v, 0th., mall or 8 ,h 6 ,p x yj,wuva j,u. jiwujaW ,,, uje 1011 l-11 . 1 1 u panuu v, ..,jur jj0 Ham, a 04 ..id, ,44,1k.1,I„ 1u., 6j an ,..,j„t hav:n juj:adi.,ti00 tl 0.44f. ppj...uw.. j.... ,., ..u j.... u bJ 13,5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 -14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages duc to either party's termination in accordance with Paragraph 1.3.8. 13.7 MISCELLANEOUS PROVISIONS u.b u,L 1 • • • 13.7.1 This Agreement shall be governedbyth Iu.. ftlj p..,. ,pul fLu ,.,w� ftlj A. l,.t t, laws of the state of Texas, and venue shall lie in Williamson County, Texas. 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition ofAlA Document A201, General Conditions of the Contract for Construction, w,..,,,t u, of th.. J.,t,.,,f tld, Ab..,.,u..,..t as modified between Owner and Contractor. 13.73 Causes ofaction 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 forConstruction ..,.,...,,1..., .,f tl, . dut...,fll, , A modified between Owner and Con tractor. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owners confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect forreview at least 14 days prior to the requested dates of execution. The Architect shall not berequired to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 9 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owners rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architect in substantial compliance with this Agreement, such failure shad maybe considered substantial nonperformance and>,.,,..., f . A,.,,,L,,,h.,,. ,,., .,. tL.. A..,I,t.,.,fa „ cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven fifteen fill days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non - disputed sums due prior to suspension /..J L Eh, L;t f,a .v; . The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total sum of $296,900.00 plus reimbursable expenses in the total sum of $25 000.00 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. l ufwl la auap,.. oy 111. V wu,., 101 umw umu Ju wmau.uuvl, ufly ,y /,11,,.,y / �11a.,.u. 1 J .UJ 11 lll..I IVfwl .a JUIp1.1tUW VI 111,. A1,.IIf 1.,.1 a Su v,,.1a Ills. auap,.11U1.0 10, 111011.01 /11 N U011a61.UL 0/y a, 1111. 1, I., 111 /y tann■n /h. thin Ag1L,.nm.nt Ly giving In,t 1.110 QIall a 1 1, Jaya wlitt1.n nu t■61,. ...r 0.a u..ang ...............1 /yu..a.. 111111 /tw uy... 011.. p /..y 1'. tw d,y„1.....,.1117/ .v.ltt...l ,..t,..,.,t,.,.,m u,,.„m.., 1"" Y a;I a /La. /..t; /Il 11.11 1' .. .f • 13.8.5Th 1., 11t .../ yL. t.. 1,.,; 1.., t.. d b y t11.. O1v,.,. ..p,.1...,,t1111t1,/„ /,.1..11Ja 1.,itt..11 ti totL Al ldtutf 1the Ow11 .'a .A,,,1.,.111,.11,.,,/11J oitL,.at 13.8.6 I., 11 ...v..11t.,ft.., 1.,L.uG.,,,11„t th..f ,. It„ N,.. A,. .l.a....t,tl,..A1..ha....ta1, /II L.....,,,, v f ,,,,..J 1' ,;.,, 11 1 ,,,,L, ,; , s tL 1 ,v; R L,1L11.a /Lh L/ ..au d, 1. d /11J /II T ..11L, /Gu11 C 1' ,a a /a J L.. J ;,. S Lp..,. 1 aot,tv11n...vm 11 11111,,, .IVI�..a,lotp.., 13.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice No amount shall be due for lost or anticipated profits All plans, field surveys, mans, cross sections and other data, d and work related to the Project shall become the property of Owner upon termination of this Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 13.8.3 Nothing contained in Section 1.3 8 2 immediately aboveshall require Owner to pay for any work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement Owner 10 shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. 13.9 PAYMENTS TO THE ARCHITECT 13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 13.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications; 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; s .7 reimbursable expenses as designated in Paragraph 1.5.5.; .8 ,.tl....,:...a...d:..,�tP. L1.. C. .p�..�,...,.,L... 6 CI ..,..b.... ....,,.,N u .utuolly WHY III It t 6., (Cut other documents, if any. dehneating Architect's scope of services) VI la y auu w >wum.y y ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.13 Other documents as follows: (List other documents, if arty, forming part of the Agreement) v.hu ela.ul.n ,....Nlvyw 1,......1.6, as I ,.lay., vawL.nq uuNl..yw .uuwn.u. a..n 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 instmment signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997, as herein amended. * "Supplemental Agreement No. 1" supplementing Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services AIA Document B141-1997. 1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: Architect's total compensation for services under this Agreement shall not exceed the sum of $296 900.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage, travel and courier services shall not exceed the sum of$25.000.00 without prior express written approval from Owner. 1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described belowo., .f.. m.tL J f Jj SL.,...t:5 L.J t.J L. d.;5 P ,"..s.ay I 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1. 00 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by the Architect, and the Architect's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1-572 , atw sad MY lip tin 5u vi. One and one -half percent (1 % %) per month I.At.h.e,.tsa fit wt'u .,m511 tta1117 This Agreement entered into as of the day and year first written above. 12 tI 6 1.5.7 An initial payment of Zero and No /100 Dollars ($ 0 00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It sh.,ll b..,.J;t.J to 1L. 0,,..... s .,...,,,.,t .,t fowl p.. 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.) (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 mayafrect the validiryof this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers) OWNER CITY OF ROUND ROCK, T X By: Nyl A EST: /4 I • 1 I I ..14 1 G Christine A. Martinez, City Secretary I 13 ARCHITECT PAGE SOUTHERLAND PAGE, LLP By: PSP Architects - Engineers, Inc. anaging Partner Matthew F. Kreisle III, Principal as officer of PSP A -E, Inc. THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON SUPPLEMENTAL AGREEMENT NO. 1 KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997 for the following Project: Professional planning, civil, architectural, structural, mechanical, plumbing, fire protection and electrical design services for the Municipal Office Complex Parking Garage and Plaza Project and civil engineering services for the Senior Activity Center Project. Professional services for these Projects shall include schematic design, design development, construction documents, bidding and construction administration and civil and electrical engineering services related to construction of the referenced structures to be located in the area of development referred to as the "Municipal Office Complex" in Round Rock, Williamson County. Texas. all as are more specifically identified and described in the accompanying AIA Document B141-1997. This Supplemental Agreement No. 1 is made and entered into as of the 2 day of 2003, and is by and between the same parties, those being the CITY OF UND ROCK, home rule municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or "Owner") and PAGE SOUTHERLAND PAGE, with offices located at 606 West Avenue, Austin, Travis County, Texas, 78701 (hereinafter referred to as "Architect "). O- ..d¢.ICORR•gNmrssoww0012uI4 WP13511 WITNESSETH: WHEREAS, City intends to construct the Project described in the accompanying AIA Document B141 -1997. Architect's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect's services under this Supplemental Agreement No. 1 is as recited therein. WHEREAS, City desires to contract with Architect for provision of the therein- described services in connection with design and construction administration and civil engineering of the 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, which this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services for the Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: This project is an extension of the architectural master planning activities currently in progress between City, Page Southerland Page, and Spencer Godfrey (Senior Activity Center architect). Together, these projects will develop a common character for the MOC development and establish a baseline for future projects within the MOC area and future developments within the southwest district of the city. Landscape architectural design will be provided under separate contract, and is not included within the scope of this Agreement. Architect shall be responsible for the design and supervision of construction of the following: (1) civil engineering for the Senior Activity Center; (2) design for the MOC Parking Garage, which will be a 2 -level parking structure to include approximately 200 parking spaces with stairs and elevators to the plaza level; the plaza design will include hardscape paving, colonnade shade structures, activity areas, historical markers and site fumishings (delineated in greater detail in preliminary MOC Master Plan drawings illustrating project scope). Architect's engineering design for the MOC Parking Garage and Plaza and the Senior Activity Center will stub utilities to the street right -of -way, but will not include upgrading the existing City utility infrastructure within the scope of this Agreement. Additional exclusions from the scope of this Agreement are as follow: independent storm water treatment and detention facilities for the MOC Parking Garage and Plaza and the Senior Activity Center. Architect shall follow the goal of coordination of the infrastructure design with the construction documents for the MOC Parking Garage and Plaza and the Senior Activity Center and issue the Phase 1 utility upgrades with those projects. Architect shall coordinate design of the MOC Parking Garage with the Senior Activity Center so that both projects, at the City's sole election, can be bid together and/or be constructed by the same contractor. Architect shall coordinate design of the MOC Parking Garage with the Senior Activity Center parking garage so that construction details between each garage will be the same. 2 Deliverables for the MOC Parking Garage and Plaza and the Senior Activity Center civil engineering projects will include design review packages at each design phase, 60% construction document package review, and final bid documents. All electronic drawings shall be submitted in AutoCad release 2000 or otherwise as determined and directed by City. Scope of Work includes the following: Senior Activity Center Civil Engineering MOC Parking Garage and Plaza Design ARTICLE II ARCHITECT'S SERVICES 3 $ 47,500.00 $249,400.00 Project Management $19,500.00 Civil $48,750.00 Architectural $59,550.00 Structural $57,900.00 Mechanical $13,950.00 Plumbing $14,500.00 Fire Protection $16,700.00 Electrical $18,550.00 Subtotal $249,400.00 Architect's total compensation for services under this Agreement shall not exceed the sum of $296,900.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage, travel and courier services shall not exceed the sum of $25,000.00 without prior express written approval from Owner. 2.01 Basic Services. Architect's Basic Services consist generally of the services described below, and include such other services as may be necessary to assist the City in the design and construction of the Project, within the limits the City has budgeted or will budget therefor, and in compliance with the Project Facility Program, which is hereby made a part of this Agreement for all purposes. Architect agrees that upon execution of this Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified, delineating their respective tasks. All of Architect's consultants shall be subject to the approval of the City through its Director of Public Works, and City reserves the right to reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and acceptable to the City, represented by its Director of Public Works or his designee, hereinafter referred to as "Director." A Performance Schedule shall be agreed to by Architect and Director, and Architect agrees to use its best efforts to complete all services hereunder in accordance with such Performance Schedule. All services shall be performed to the highest professional standard. Architect shall provide, during performance of its services, adequate and competent on -site observation, periodically visiting the site to the extent necessary to personally familiarize itself with the progress and quality of the work, and to determine if the work is proceeding in accordance with the Contract Documents. Architect's site observations may be conducted with Owner's designated representative to check conformance of the work with the requirements of the Contract Documents and to verify 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. Based on such observations at the site and on the Contractor's Application and Certificate for Payment, Architect shall determine the amount owing to the Contractor and shall certify and forward the Contractor's Application and Certificate for Payment to the Director for approval and payment. These certifications shall constitute a representation by Architect to City, based on observations at the site and other data comprising the application for payment, that the work has progressed to the point indicated; that to the best of Architect's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning whole upon substantial completion, to the results of any subsequent tests required by the Contract Documents, to minor deviations from the Contract Documents correctable prior to Project completion, and to any specific qualifications stated in the Certificate); and that the Contractor is entitled to payment in the amount certified. Architect shall recommend to City rejection ofwork 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. Architect shall conduct a professional observation to determine the dates of substantial completion and final completion, shall receive written guarantees and related documents assembled by the Contractor for submittal with the final Certificate of Payment, and shall prepare and present a final Certificate for Payment to Director for City's approval and payment. Architect shall have authority to order minor changes in the work, consistent with the Contract Documents, not involving an adjustment in Contractor's price or an extension of the 4 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 to City's Director. 2.02 Schematic Design and Design Development Phases. Architect shall provide the following design development phase services: (1) (3) Architect shall prepare Design Development Documents based upon the approved Schematic Design Documents to include adequate Specifications for elements of the Project for consideration and approval by the Director. Five (5) copies each of said documents will be submitted for distribution, each consisting of drawings and other documents to fix and describe the size, cross sections and character of the Project as to architectural, structural, mechanical and electrical systems, materials, and such other essentials as maybe necessary and appropriate. The Design Development Phase shall be completed within the agreed Performance Schedule. (2) Architect shall submit to City a Revised Statement of Probable Construction Cost in a form acceptable to the Director. Any variance in the estimated construction costs that will adversely affect the established Project Budget will be submitted to the Director with appropriate comments and recommendations prior to beginning the Construction Documents Phase. 2.03 Construction Documents Phase. Architect shall provide the following construction documents phase services: (1) Architect shall prepare from the approved Design Development Documents, for 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. 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 5 have on hand additional sets as needed for bidding purposes. Architect shall also file with the Director at said time, the following items: (a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This tracing shall be retumed to Architect to print contract documents when the signatures of City officials have been properly affixed). (b) Two (2) copies of Statement of Probable Construction Cost in a form acceptable to City. (c) Four (4) unbound copies of the approved Project Construction Manual for subsequent binding with signed construction contracts. The Project Construction Manual shall include General and Supplementary General Conditions; Specifications and Special Provisions; Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment Bond Forms; approved Wage Rates; Federal regulations if applicable to the Project; and other required documents for construction of the Project. (4) After approval of the Construction Documents by the Director, Architect will submit a Statement, in triplicate, for services rendered. 2.04 Bidding Phase. Architect shall provide the following bidding phase services: (1) Following City's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, Architect shall assist City in awarding a construction contract following legal public bid requirements. During the bid process, Architect shall assist City as follows: (a) Issue and control of documents for bidding. (b) Jointly conducting pre -bid conferences, including on -site visits as required, to assure that bidders understand the Construction Documents, the various on -site conditions, and the coordination and scheduling requirements. (c) Preparation of required addenda to Contract Documents. (d) Tabulation and evaluation of bids received. (e) Jointly conducting pre -award conferences where necessary. (2) Architect's assistance to City shall include submitting written reviews and recommendations for awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents. 6 (3) Upon award of the Construction Contract, Architect will submit a Statement, in triplicate, for services rendered. 2.05 Construction Phase - Administration of the Construction Contract(s). Architect shall provide the following construction phase - administration of the construction contract(s) services: (1) Construction Phase will commence with the award of the Construction Contract and will terminate following the final one -year warranty inspection of the completedProject, correction of all defects in the Project's materials and workmanship, and resolution of all Project - related claims and disputes. During the Construction Phase, Architect shall provide the following services: (2) Architect shall provide administration of the Construction Contract as set forth in the Construction Documents, specifically the General and Supplementary General Conditions. Architect's assigned authority thereunder will not be substantially modified without Architect's written consent. (3) Architect, as a representative of City, shall advise and consult with the Director and will keep City informed in writing through him of the progress of the Project, including percent complete on a monthly basis, during the Construction Phase; and after issuance of the "work order" to proceed with the work, all of City's instructions to its Contractors will be issued through Architect. Architect will have authority to act on behalf of Owner only to the extent provided in this Agreement unless otherwise properly modified by written amendment. (4) Architect shall provide, during construction, adequate and competent on -site construction observation, periodically visiting the site to the extent necessary to personally familiarize itself with the progress and quality of the work, and to determine if the work is proceeding in accordance with the Contract Documents. Architect's site observations may be conducted with Owner's designated representative to check conformance of the work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of work to be completed or corrected. Field Reports of each visit shall be prepared by Architect and submitted to City. Architect shall employ all reasonable measures to safeguard City against defects and deficiencies in the work of the Contractor. Architect shall not be responsible for the construction means, methods, techniques, sequences ofprocedures, 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 7 (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. ( (9) shall certify and forward the Contractor's Application and Certificate for Payment to the Director for approval and payment. These certifications shall constitute a representation by Architect to City, based on observations at the site and other data comprising the application for payment, that the work has progressed to the point indicated; that to the best of Architect's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning whole upon substantial completion, to the results of any subsequent tests required by the Contract Documents, to minor deviations from the Contract Documents correctable prior to Project completion, and to any specific qualifications stated in the Certificate); and that the Contractor is entitled to payment in the amount certified. 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 2.07(1) below. 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 8 and major Subcontractors. Minutes of same shall be prepared by Architect with copies submitted to City's Director. (11) Architect shall have authority to order minor changes in the construction work, consistent with the Contract Documents, and not involving an adjustment in the Contractor's bid price or an extension of the Project Schedule. Such changes shall be accomplished by Field Order. In addition, Architect may issue written Field Orders which interpret the Plans and Specifications, with copies submitted to City's Director. (12) Architect shall assemble and deliver to City a set of reproducible Record Construction Drawings showing significant changes in the work during the construction process and final location of mechanical and electrical service lines and outlets, based upon marked -up prints of drawings and other data fumi shed 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. 2.06 Project Representation Beyond Basic Services. In the event that circumstances should develop whereby continuous, full -time representation at the Project site is required, the conditions under which such representation shall be furnished and the Project Representatives selected, employed and directed shall be governed by an additional written Supplemental Agreement between City and Architect. 2.07 Additional Services. Architect shall perform Additional Services, as requested by City, after a not -to- exceed amount has been mutually agreed upon in writing by the Director and Architect. Where City Council authorization is required, Architect shall not proceed until the appropriate Resolution for such Additional Services has been adopted. The following services are not covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by the Director in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by the City, unforeseen circumstances due to hidden or unknown conditions, or codes /ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget overruns in the work of Architect, City shall not be liable to compensate Architect for Additional Services or expenses in such connection. (2) Providing other extraordinary professional services over and above the Contract Documents requirements, where required and requested by City, including extraordinary professional services which might result if the City decides to "fast track" the Project. 9 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 famish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 3.04 Tests and inspections. City shall fumish, or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests, reports and inspections as required by law or the Contract Documents. ARTICLE IY PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: Basic Services Reimbursable Expenses ARTICLE III CITY'S RESPONSIBILITIES $296,900.00 $ 25,000.00 4.02 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. 4.03 Additions. No additions shall be made to Architect's compensation based upon Project construction claims, whether paid by City or denied. 4.04 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account of it prior to receipt of written notice from City through its Director of such abandonment or suspension. 4.05 Invoices. Architect's invoices to City shall provide complete information and documentation to substantiate Architect's charges, and shall be in a form to be specified by 10 Director. All payments to Architect shall be made on the basis of the invoices submitted by Architect and approved by the Director. Such invoices shall conform to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by the Director, Architect shall comply promptly with such request. In this regard, should the Director determine it necessary, Architect shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. 4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Contract or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Contract against any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. ARTICLE V ARCHITECT'S ACCOUNTING RECORDS 5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining to the Project, and records of accounts between City and Architect, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. ARTICLE VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that the Director may cancel or indefinitely suspend further work hereunder or terminate this Contract either for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of City upon termination of this Contract, and shall be promptly delivered to City in a reasonably organized 11 form without restriction on future use. Should City subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by the Director or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect when Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE VII GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary General Conditions to AIA Document A201, "General Conditions of the Contract for Construction ", are to be used by Architect without modification; however, City may, upon prior consultation, approve of any changes that may be necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City will be included under the Special Conditions portion of the Construction Documents. 7.02 Contract Administration. This Agreement shall be administered on behalf of City by its Director of Public Works, and Architect shall fully comply with any and all instructions from the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision in the matter shall be final and binding. ARTICLE VIII RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 8.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other documents prepared by Architect, his employees, subcontractors, agents and consultants. 8.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or omission of Architect, his officers, agents, associates, 12 employees or subconsultants, in the performance of this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both Architect and City, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available to City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this Contract infringe a U.S. patent or copyright directly, indirectly or contributorily. Architect will pay any and all resulting costs, damages and 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 Attomey of City shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non - infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written request ofArchitect, 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. 13 (3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect include in any of the Designs, Plans and Specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the Contract. 8.04 Insurance. Architect, at Architect's sole cost, shall have and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 8.04 above, including the required provisions and additional policy conditions as shown below in Section 8.06. As an alternative, Architect may include its subconsultants as additional insureds on its own coverages as prescribed under these requirements. Architect's certificate of insurance shall note in such event that the subconsultants are included as additional insureds. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non - renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. 14 (3) (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) 8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum coverage in force to be filed with the City. Such Certificates of Insurance are evidenced as Exhibit "A" entitled "Certificates of Insurance." (1) 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. 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. 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. 10.02 Project Performance Schedule. ARTICLE X TERM 10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by City's Director, the term of this Agreement shall be from the date hereof until final completion ofthe Project and all architectural /engineering and construction administration services in connection therewith, including the final one (1) year warranty inspection, and resolution of any outstanding Project - related claims or disputes. Time of completion of the services referenced herein shall be as follows: 15 Completion not later than nine (9) consecutive months from date of execution of this Agreement. (2) Architect understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Contract in the highest professional manner. ARTICLE XI FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY 11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the Project. 11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other documentation and work developed by Architect hereunder shall be kept confidential, and shall not be disclosed to any third parties without the prior written consent and approval of City's Director. ARTICLE XII GENERAL PROVISIONS 12.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any failure of Architect to complete the services for each phase of this Agreement within the agreed Project Performance Schedule will constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures to use his best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Architect's failure to perform in these circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any of City's additional legal rights or remedies. 12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest in this Agreement without prior written authorization of City. 16 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: ATTEST: 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: Page Southerland Page 606 West Avenue Austin, Texas 78701 -2725 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No. -03 -61 -g3-in t a, approved by the City Council on )0.,V1U a 3 , 2003 , and Page Southerland Page, signing by and through its duly authorized repres'entative(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. Christine R. Martinez, City Secretary PAGE SOUTHERLAND PAGE By: PSP Architects- Engineers, Inc. Matthew F. Kreisle III, Principal as officer of PSP A -E, Inc. 17 01/16/2003 13:36 . 15124439669 n , CERTIFICATE OF LIABILITY INSURANCE PRODUCER COMPANIES AFFORDING COVERAGE USI Insurance Services, Inc. 1946 S. III-3S, Suite 301 Austin, Texas 78704 512 - 443.0878 INSURED Page Southerland Page, L.L.P. 606 West Avenue Austin, TX 78701 - 2725 THIS IS TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by the companies, and further hereinafter described, Exceptions to the policies are noted below. CO TYPE OF INSURANCE POLICY NUMBER LTR GENERAL LIABILITY AUTOMOBILE LIABILITY EXCESS LIABILITY WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY OTHER A Professional Liability AEE0225040 CERTIFICATE HOLDER: City of Round Rock 221 B. Main Street Round Rock, Texas 78664 Attu: Christine Martinez O:'waoXWORMS corr\unn00033647.DOC USI INSURANCE AUSTIN A. Security Ins. Co. bf Hartford B. C. D. EFFECTIVE EXPIRATION LIMITS DATE DATE 03/01/02 03/01/03 SIGN Type Title;Sale GENERAL AGGREGATE $ PRODUCTS-COMP /OP AGG. 3 PERSONAL & ADV. INJURY $ EACH OCCURRENCE 3 PIKE DAMAGE (Any one Bre) $ MID. EXPENSE (Any one person)$ COMB INED S LE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) 3 PROPERTY DAMAGE $ • HACH OCCURRENCE $ $ AGGREGATE STATUTORY LIMITS EACH ACCIDENT $ DISEASE - POLICY LIMIT $ DISEASE - POLICY LIMIT $ AUTHORIZED REPRESENTATIVE im Jimmerson Executive PAGE 01/01 Date:01 /16/03 Per Claim $5,000,000 Aggregate: $5,000,000 DESCRIPTION OP OPERATIONS / LOCATIONS /VEHICLES/SPECIAL rrBMS/EXCEPTIONS Project Reference: MOC Parking Garage & Plaza, and Senior Activity Center- Civil Engineering Sevices Prof. Liab: The aggregate limit is the total insurance available for claims presented within the policy period for all operations of insured. The limit will be reduced by payment of indemnity and expense. The City of Round Rock is not an additional insured with respect to the professional lial»lity policy. The City of Round Rock is named as additional insured with respect to all policies except Workers' Compensation and Employers' Liability. Should any of the above described policies be cancelled or changed before the expiration date thereof, the issuing company will mail thirty (30) days written notice to the certificate holder named below. 01/16/2003 THU 12:22 ITX /RX NO 6765] a00 I Mayor Nyle Maxwell City Manager Jim Nuse City Attorney Stephan L Sheets PURPOSE. PASSION. PROSP February 27, 2003 Mr. Michael J. Mace, AIA Senior Vice President Page Southerland Page 606 West Avenue Austin, TX 78701 -2725 Dear Mr. Mace: The Round Rock City Council approved Resolution No. R- 03- 01 -23- 10E2 at their regularly scheduled meeting on January 23, 2003. This Resolution approves the agreement, and Supplemental Agreement No. 1 for the design of the Municipal Office Complex Parking Garage and Plaza and the Civil Engineering on the Senior Activity Center. 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. Mayor Pro-tem Christine R. Martinez Tom Nielson City Secretary Council Members Alan McGraw Came Pitt Enclosure Scot Knight Isabel Gallahan Gary Coe CITY OF ROUND ROCK Administrative Dept., 221 East Main Street • Round Rock, Texas 78664 Phone: 512.218.540o • Fax. 512 218 7097 • www.ci round -rock tx us RESOLUTION NO. R- 03- O1- 23 -10E2 WHEREAS, the City of Round Rock desires to retain professional architectural services for the design of the Municipal Office Complex Parking Garage and Plaza and the Civil Engineering on the Senior Activity Center, and WHEREAS, Page Southerland Page 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 Page Southerland Page, 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 Page Southerland Page for the design of the Municipal Office Complex Parking Garage and Plaza and the Civil Engineering on the Senior Activity Center, 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 smOOMA\ WORLDOX\ 0 , \WOOX \RESOLUTI \R30123E2.WP0 /ac Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 23rd day of January, 2003. CHRISTINE R. MARTINEZ, City Secreta 2 NYL LL, Mayor City of Round Rock, Texas Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services This document has important legal consequences. Consultation with an attorney is encomaged 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 thc violator to legal prosecution. TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Three. (In words, inchcato day, month and year) BETWEEN thc Architect's client identified as the Owner. (Name, address and other intoenoatr ) City of Round Rock, Texas 221 East Main Street Round Rock, Williamson and Travis Counties, Texas 78664 AIA DOCUMENT B141- STANDARD FORM AGREEMENT- 1997 EDITION -AIA- COPYRIGHT 1997 -THE AMERICAN 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 Thidocument was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. o.wdo.rcocR+e,m nowrmw wrn90 AIA Document B141 -1997 1997 Edition - Electronic Format ( ) day of the month of in the year Two Thousand EXHIBIT Electronic Format B141 -1997 Page #1 and the Architect (Nance, address and other information) Page Southerland Page, L.L P. 606 West Avenue Austin, Travis County, Texas 78701 -2725 For the following Project: (Include detailed description of Project) Professional planning, civil, architectural, structural, mechanical, plumbing, fire protection and electrical design services for the Municipal Office Complex Parking Garage and Plaza Project and civil engineering services for the Senior Activity Center Project. Professional services for these Projects shall include schematic design, design development, construction documents, bidding and construction administration and civil and electrical engineering services related to construction of the referenced structures to be located in the area of development referred to as the "Municipal Office Complex" in Round Rock, Williamson County. Texas. The Owner and Architect agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the dupositionforthefo /lowing items byinserting therequested information era statement such as "not applicable, " unknown at time ofezecufion "or "to be determined later by mutual agreement') 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Identi& ordescribg !I proposed use orgoaLe) This project is an extension of the architectural master planning activities currently in progress between City, Page Southerland Page, and Spencer Godfrey (Senior Activity Center architect). Together, these projects will develop a common character for the MOC development and establish a baseline for future projects within the MOC area and future developments within the southwest district of the city. Landscapearchjtectural design will be provided under separate contract, and is not included within the scope of this Agreement Architect shall be respon sible forthedesign and supervision of construction ofthe following: (1) civil engineering for the Senior Activity Center, (2) design for the MOC Parking Garage, which will be a 2 -level narking structure to include approximately 200 parking spaces with stairs and elevators to the plaza level; the plaza design will include hardscape paving, colonnade shade structures, activity areas, historical markers and site furnishings (delineated in greater detail in preliminary MOC Master Man drawings illustrating project scone). Architect's engineering design for the MOC Parking Garage and Plaza and the Senior Activity Center will stub utilities to the street right-of- -way, but will not include upgrading the existing City utility infrastructure within the scope of this Agreement. Additional exclusions from the scope of this Agreement are as follow: independent storm watertreabnentand detention facilities for the MOC Parking Garage and Plaza and the Senior Activity Center, Architect shall follow the goal of coordination of the infrastructure design with the construction documents for the MOC Parking Garage and Plaza and the Senior Activity Center and issue the Phase I utility upgrades with those projects. Architect shall coordinate the design of the MOC Parking Garage with the Senior Activity Center so that both projects, at the City's sole election, can be bid together and/or be constructed by the same general contractor. Architect shall coordinate the design of the MOC Parking Garage with the Senior Activity Centerparking garageso that construction details between each garage will be the same. Deliverables for the MOC Parking Garage and Plaza and the Senior Activity Center civil engineering projects will include design review packages at each design phase, 60% construction document package review and final bid documents. All electronic drawings shall be submitted in AutoCad release 2000 or otherwise as determined and directed by City. 2 1.1.2.2 The physical parameters are: (Identify or describe, lfappropriate, size, location, dimensions, or other pertinent informal ion, such asgeotechnical reports about the site) 1.1.23 The Owner's Program is: (Identify documentation or state the manner in which the program will be de•elaped) Scope of Work includes the following: Senior Activity Center Civil Engineering $ 47.500.00 MOC Parking Garage and Plaza Design $249 40000 Project Management $19.500.00 Civil 548.750.00 Architectural $59.550.00 Structural $57.900.00 Mechanical $13,950.00 Plumbing $14,500.00 Fire Protection $16.700.00 Electrical 518 550.00 Subtotal $249.400.00 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, ifappropriale, land surveys and legal descriptions and restrictions of the site) 1.1.2.5 The financial parameters arc as follows. Architect's total compensation for services under this Agreement shall not exceed the sum of $296 900.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage, travel and courier services shall not exceed the sum of $25,000 00 without prior express written approval from Owner. 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dares, durations orf t tack scheduling) Completion not later than nine(9) 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 such as architectural planning will be engaged by negotiated contract, General Contractor for construction will be selected by competitive bidding or other statutorily - allowable delivery method, 1.1.2.8 Other parameters arc (Identify special characteristics or needs of the Project such as enema environmental or historic preservation requirements) Unknown at this time. 1.13 PROJECT TEAM 1.13.1 The Owner's Designated Representative is: (List name, address and other information.) Larry Madsen, P.W. Construction Manager City of Round Rock Public Works Department 2008 Enterprise Drive Round Rock, Texas 78664 3 1.13.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, address and other information) City Manager 221 East Main Street Round Rock, Texas 78664 1.133 The Owner's other consultants and contractors are: (List discipline and, ifl raven, 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) Michael J. Mace, AEA, Senior Vice President Page Southerland Page 606 West Avenue Austin, Texas 78701 -2725 1.135 The consultants retained at the Architect's expense are (List discipline and, if !mown, ident fy them by name and address) 1.1.4 Other important initial information is: 1.15 When theservices under this Agreementincludecontmct administration services, theGeneml Conditions of the Contract for Construction shall be the edition of AIA Document A201 - ., . . as modified between Owner and Contractor. Architect's responsibility to provide services for the construction phase under this Agreement commences with the award of the contract for construction and terminates at the issuance to Owner of the final certificate for payment. Duties, responsibilities and limitations of authority of Architect shall not be restricted, modified or extended without written agreement of Owner and Architect with consent of Contractor, which consent shall not be unreasonably withheld. Architect consents to the modifications of ALA Document A201, General Conditions of the Contract for Construction, between Owner and Contractor. 1.2.2 OWNER 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining theArchitect 'scompensation.Ih,d,pa. rive, L „w,,....,,...;, a.hL,f , u , aliom u , ay „ trans ..au d,iolhat,.....t,th�O,.,,., andtL ,�h tut, hall„ gvGateapp,op,;at adjwbneubi,,,J, 1a1 ,nnp.,,,,aG,,.,411 mos..n,5 ,.,.,,,.am ,a ndanH ..ah P.aat;,aph 1.3.3. However, it is expressly agreed and understood by all parties that the total sum of 5296,900.00 plus reimbursable expenses in the total sum of$25,000.00 shall represent the absolute limit of Owners liability to Architect, unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. 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 wodcing relationships among all members of the Project team. 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. The Owner shall specifically provide the following: 4 Tree and topographic surveys as required; * Geotechni ©I investigations and recommendations as required. 12.2.2 TL.. ,l, 11 p...;,,J' 11 p d t., 11 L d 1 f , tl 11 j 1, List sf W t pa.t 11 t..J f , 11.. Co,t sir-the • Cut of th . Wink, o, ,.vnt;ng..n.;s La.luskil L, 11,,, o...a1 La 1 .t v , ., pv,G.,,, of th., bud t, ,.;16out tL., ag,.,..u..d of the A ,.,L ; t.,.,t t .,,.on.,po„J l u „ P , i ...t, .,op,,.0 ] yu.J The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of the Work, Owner's other costs, and reasonable contingencies related to all costs. 1.2.23 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owners behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in alimely 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. 12.2.4 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. 12.2.5 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 Owners needs and interests. 1.2.2.7 s. ist Each party shall provide prompt written notice to theAoldh..t other ifth,, Ovim., either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 12.2.1 Owner shall furnish, or direct Architect to obtain at Owner's expense , a certified survey of the site giving as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will famish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for 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 pmvidc Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid AdvertisementForm, 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 ARCIIITECT 123.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4 and as enumerated elsewhereherein, in attached and accompanying documents, in supplemental documents, and in related documents. 123.2 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 5 Architect'sserviccs which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which >halt may be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the perfonnanceof the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.33 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.23A The Architect shall maintain the con fidentialityofinformation specifically designated as confidential by Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.233 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,..L;t....t Each party shall provide prompt written notice to the firmer other iftL.. A..,b;t...,1 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 bc the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a allow,. u,.,. I, tL.. 6 for Contractor's overhead rind profit. L,., JJ; ti „,y,,,w,.,n..Ll....11 „ tL,g �ti;.a.,I 1} J; tivn .,t d , tin ,., o L ; JJ; ng UV d f 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 Pr jest Th.. A,.,IJtwl.n,d tl,.. A,.L;t. , at, a.n...,t�.,fS..,.;.....n,J,Lo{l d6 1,b, ;n.. o 101, ....yy, sLw. All Architect's designs and work product under this Agreement including but limited to Tracings, Drawings, Estimates, Specifications, Investigations, Studies an3 Omer documents, completed or partially completed, shall be the property of Owner to be used as Owner desires without restriction on future used by execution of this Agreement and in confirmation of the fee for services to be paid under this Agreement, Architect hereby conveys, transfers and assigns to Owner all rights under the Federal Copyright Act of 1976 for any successor copyrightstamtel, as amended, all common law copyrights and all other intellectual property rights acknowledged by law inthc Project designs and work product developed under this Agreement Copies may be retained by Architect. Architect shall be liable to Owner for any loss or damage to any such documents while they are in the possession of or while being worked upon by Architect or 6 anyone connected with Architect, including agents, employees, consultants orsuhcontmctors. All documents so lost or damaged shall be replaced or restored by Architect without cost to Owner. 13.2.2 Upon execution of this Agreement, the Architect grants to the Owner a o.. ission 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 ofall sums when due, tinder this Agreement. The Architect shall obtain similar u.,,,......l 1;....,,,.,, permission from the Architect's consultants consistent with this Agreement. Arty sl 11 f f A" b f tl p J i fI t t, fS J II "Au,. t tI A c1.1,....1 ..;[IJ,.,..�,,., J,., of to fonall Jtc6wncP,,p,,,,.,,,:u„ uuhIf and upon the date the Architect isadjudged in default of this Agreement, tl f,.. gu6eI wa, ..,lm ll1vdw,,J hm;,,atu1 anJ,�p1 a JL , v „J, 1 1 1 / 1 1 , 1 . , permitting the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for the purposesof completing, using and maintaining the Project. 33.23 Ecccptf tl,.h...,,,,,- ,s.0 „t..JL, Subpu ,us,.,p61.3.2.2,,,,..,11,., 1 :..............sLt,L.,II 1.,.J... th;, A g, w „u,t The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any 1;w,.,,, permission granted herein to another party without the prior written agreement of the Architect However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work b Gw.,,,. g ,.,. LJ Lr SuLpa,a 1.3.2.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted., puLl:..at;un u,,,..u J. v,wMlulwoa,Ndmu 4I . p, j....e antes„ thc O..,,... uLtu;,,, thv 0,.. Ikrehit....C, ,.un,ultw,ts. Any unauthorized use of the Instruments of Service shall be at the Ownet's sole risk and without liability to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic fore 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 limitationso f ,.,,,,,, not otherwise provided in this Agreement. 13.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 13.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. In addition, Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to actual as -built conditions as provided by the general 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, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, h,.yv„ d tL„ A.,.l.;t...f,,.v„ b v, :f t l .., A ... l .b.,.t,,..,....,, a,,, a J.,,.., that.,ll ,s a pall nf,ud, Chan ;n S..,.;..., to nut ,.yn ;, J tl,.Ow,n,, 6611 ;v prompt ,r, thv rtaa.unw,, a.nm, m Ju.,w ur u,..tt„ ot,au ,.n4u.. tto.A,,.bdwt to au ,, ju,bu.a,t;,vn,..,wb pu muw d t P ag,a 1.5.2, and to .,u R,.Ln1u,,.,L1., Lap..,,,,., Js...;L..J L, SuLpu,u 1.3.7.2 a „d Pa,a 1.5.5. However, it is expressly agreed and understood by all parties that the total sum of $296,900.00 plus reimbursable expanses in the total sum of$25,000.00 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. 7 . 2..,., ..6,,.ut......:..:uu.C...,l..0 1.,..,, .,. ..ulai „�.,..,ffe...1 in 3 1..;a;o„aofth. On,... nut ,.,,,1..,.dL, a :4•sigmf...adla, L.. P, ojwtia.IuJL,g, but,. ollh,. a.. dh,,; �yyu„ Lty,.. n,,, p1,... ay,U.O..n.....bd.- Julw,L..18,t, .. y,...a..,.,.,d 00.1 .6 p,.pa atk, f . and .Jam.. at a publ;, h a,'mg, a J;oputc ,.aolut;o■ p,owul;,,g o. legal 6 A,.ht t :.pa,l .7.11an tL. L.f . n.at „,u .u..ta:n...l :m A..;.I. I.1. 13.4 MEDIATION 13.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation a.L d; o, 11.;n t tuhon ofl.gul , y u:L Ll. p ,o . JL., Ly .;t1,., pa,l If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation a, Ly a, La at 13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation .. .. ., Roles of tL.A,o., ;NU n AIll; t . ,, A. uo.; at;o,,.u Request for mediation shall be filed in writing with the other party to this Agreement .u.d ..;tl lL. A.,....:w„ A,L;L at ;o.. A�.,u. ;01; . Tin,...u.�t may L. maJ..o,,.u.,.,,tl with tl.. f IL.g .0 a d....a,.J C . a,L:haG.n La, L. �u.l....,,1 mediation shall proceed in advance of «,L:hatim. n, legal or equitable proceedings, which shall be stayed pending mediation fora 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. 135 ARBITRATION Pdu, to.ub;hat;on,ti.pa,l;.4.I..II ,J a of lo ,su1 Vt. d;aputol, o d:,1oa;,,a. ,. &a,,. walk alag,aph 1.3.4. un aa.t..t.n.u, d•,,at . vt y 8 p mu,w„A.t,t,tm 13.53 A J.ma„ d f...L;hai,un shall L. maJ. .. ;tld„ 1,00011.11/1,11110. (0111.1 1110 1111111, tfl:puts......41.1•4 matt.. L, yu.,Gu„ bay I II Y .Jut thaw ;L..J L. tLv ...;tt,.....vn,.,nt v...;Il 1„1J(111 v....dy nv. 11,nn as.....n,.nt a ...L1L as and vti.v. ng...w.. 13.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 -14) or any applicable state arbitration statute, except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the arbitration proceeding. 13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Paragraph 1.3.8. 13.7 MISCELLANEOUS PROVISIONS 13. 7. 1This Agreement shall begovemedby InwvftL..p..a. vfLa,n,,,vfO . lit r.. Pwag.apL 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 of AIA Document A201, General Conditions of the Contract for Construction, w..,..d .w (1f tI . dm., of 0.;, Ag...,.n....d as modified between Owner and Contractor. 13.73 Causes ofaction between the patties 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 oftheContract for Construction, . as modified between Owner and Con tractor. The Owner ortheArchitect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favorofa 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 iepresentations. However, the Architect's materials shall not include the Owner's confidentifior proprietary infonnation 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. 13.7.8If 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. 9 wv 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 ,u,..., substantial compliance with this Agreement, such failure J...Il maybe considered substantial nonperformance and way.. f t.. ' u.t:u„ u, at tm. A,aha....f upG, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven fifteen IS days' written notice to the Owner. In the event of rsuspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all non - disputed sums due prior to suspension so a„y upGvn. n1 u .:,s. TheArchitect's fees fortheremaiging services and the time schedules shall be equitably adjusted. However, it is expressly agreed and understood by all parties that the total sum of .296 900.00 ,lus reimbursable ex, . ses in the total sum of .25 000.00 shall r ,resent the absolute limit of Owner's liability to Architect, unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. 13.8.2 Ifth,. R jwt ;s .u.,panJad I t.. „a, f , mum than 30 W1. Ja t,. A,.hawt shall 1...um,pu,aat.J fan. s,.v;w,p.f ,..d ;u,tunmt;w P,ujwt: , .au , , . J, tto. A p,wiw,,.J; nt, 6, tw, uptiu „ and t.,un,ptiu „uf dm. Aml.awf, ..; .T1..A,.L;lwfaf f, th..,..411.7L v ;. th. G,,,a ,,,L..Juha bull L. •yu;tabl adjsst..,t 13.83Iftl P j t' p,. l..d 11 A 1 "t .t' v,a spa„J.J way ltuu l L: a A g,wwud by g:v:n nut I w lIan e...., J ay, ' vm ;llw may b ti,,, ,aL LJ by.;tba, panty upon nut Ian d.a , .van da utl., „u6w al,uulJ 01,, utlra, part ' m m , ,ub,ta,.t :all to p..f n„ h, aa.,,,,la „w with d,. t..,,,,. of tb :a A.a..,na,d tuu.. „u fault of lb.. part ; . ;Latb, t,. 13.85 Tbi, A ,.,,t ua 1,,.1.,,,Lwt,.J b 11, win-4 up.„ nut l.a, than ..van Ja ,.,;tt..,, „u6..,, ,u t,.. A.,.h;lwt fu, t,. 13.8.6b,&.a.,.,tufl liana nut t,. uhuft A a] e; tw t, tl ..A,aLawt�L..I1L.au,n.n.,..adf .,... 13. 8. 7T....; oa,; u„ G. p. na.., al, ;,, Jd; 6nntuaug.. n. at; o„ f, t,.. ,a,v;w, ;n.luJ. y.n,wJ;.wlly u, t,.A,.hawfoa pa t thh mwh m nor un,.r,v ha,..u,np„m,.. p,uI 1 u„ tb, .aiu. of t,. ,...:..., nut p., f „mad by th. 13.8.2 In connection with the work outlined in this Agreement it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner upon fifteen (15) days' written notice to Architect with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of Owner upon termination ol'thfs Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should Owner subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 13.83 Nothing contained in Section 1.3.8.2immediatelyaboveshall require Owner tonal, forany work which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this Agreement. Owner 10 ,p shall not be required to make any payments to Architect when Architect is in default under this contract, nor shall this section constitutes waiver of any right, at law or at equity, which Owner may have if Arch itect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. 13.9 PAYMENTS TO THE ARCHITECT 13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 13.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; 3 reproductions, plots, standard form documents, postage, handling and delivety of Instruments of Service; • .5 .u,SL m5 , ,,,,„ t.ls.,,,J ,,,c.k up,.,, bq O,,m..; .7 reimbursable expenses as designated in Paragraph 1.5.5.; .8 olio-, • "1rr, 1.3.9.4 DL..,.tPu, ,...,. 1Gpu w, i�J.. G„ ul ,,,d,.Ji.u.t.,,.1w6 1' �t �ut.J , „ 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, ifany, delineating Architect's scope of services 1.4.13 Other documents as follows: (List other documents. if any, forming parr of the Agreement) " "Supplemental Agreement No. I" supplementing Standard Fonn of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997. 1.4.2 Special Terms and Conditions. Special teens and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION 13.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: Architect's total compensation for services under this Agreement shall not exceed the sum of $296,900.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage, travel and courier services shall not exceed the sum of$25,000.00 without prior express written approval from Owner. 1.5.2 If the services of the Architect are changed as described in Subpamgmph 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below m,: f...,,.,. th,, J" f .Jja,h,,..al ill J : ...J..J :,,tL: 5'aln 1.53 Fora Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one (1. 00 times the amounts billed to the Architect for such services. 15.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by the Architect, and the Architect's employees and consultants. 15.5 Other Reimbursable Expenses, if any, are as follows: 1.5.6 TI t d f ftl.,A 1 t t ,.111.,A.,.h :t t ..a,,.,aIL.,us, ,..tfL,tl.L,tld,As,...,,,.,.,J, hail ..;O ll s . ..,,..n., 1,. p ,a 15.7 An initial payment of Zero and No/IO0 Dollars ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. 11 tI., W11 L ..t f 1 p y t 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 Ag.c.ment. 15.8 Payments are due and payablethirty (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 percent (1 '''A %) 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 fectthembdttyofthisprovision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers) 15.9 If d, o, 110 .w SA/ s..d b thia A l....,.,gut Ie.. t. omph.h.J .with:11 () aunt]., oft.. dat,.l.ws,„r tlaqagl, 1.,, t This Agreement entered into as of the day and year first written above. ..w U..y 5110 u.ut l.nn, otmtl t/Y..V1 12 r..... a p OWNER . ARCHITECT CITY OF ROUND ROCK, TEXAS PAGE SOUTIIERLAND PAGE, LLP By: B Nyle Maxwell, Mayor Matthew F. Kreisle 111, Principal PSP Architects - Engineers, Inc., General Partner ATTEST: Christine R Martinez, City Secretary 13 THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON Chwd.,CORR WP{ SUPPLEMENTAL AGREEMENT NO. 1 § KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997 for the following Project: Professional planning, civil, architectural, structural, mechanical, plumbing, fire protection and electrical design services for the Municipal Office Complex Parking Garage and Plaza Project and civil engineering services for the Senior Activity Center Project. Professional services for these Projects shall include schematic design, design development, construction documents, bidding and construction administration and civil and electrical engineering services related to construction of the referenced structures to be located in the area of development referred to as the "Municipal Office Complex" in Round Rock, Williamson County. Texas. 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 PAGE SOUTHERLAND PAGE, with offices located at 606 West Avenue, Austin, Travis County, Texas, 78701 (hereinafter referred to as "Architect"). WITNESSETH: WHEREAS, City intends to construct the Project described in the accompanying AIA Document B141-1997. Architect's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect's services under this Supplemental Agreement No. 1 is as recited therein. WHEREAS, City desires to contract with Architect for provision of the therein - described services in connection with design and construction administration and civil eng`tn i5ng of the 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 BI41 -1997, which this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services for the Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: This project is an extension of the architectural master planning activities currently in progress between City, Page Southerland Page, and Spencer Godfrey (Senior Activity Center architect). Together, these projects will develop a common character for the MOC development and establish a baseline for future projects within the MOC area and future developments within the southwest district of the city. Landscape architectural design will be provided under separate contract, and is not included within the scope of this Agreement. Architect shall be responsible for the design and supervision of construction of the following: (1) civil engineering for the Senior Activity Center, (2) design for the MOC Parking Garage, which will be a 2 -level parking structure to include approximately 200 parking spaces with stairs and elevators to the plaza level; the plaza design will include hardscape paving, colonnade shade structures, activity areas, historical markers and site furnishings (delineated in greater detail in preliminary MOC Master Plan drawings illustrating project scope). Architect's engineering design for the MOC Parking Garage and Plaza and the Senior Activity Center will stub utilities to the street right -of -way, but will not include upgrading the existing City utility infrastructure within the scope of this Agreement. Additional exclusions from the scope of this Agreement are as follow: independent storm water treatment and detention facilities for the MOC Parking Garage and Plaza and the Senior Activity Center. Architect shall follow the goal of coordination of the infrastructure design with the construction documents for the MOC Parking Garage and Plaza and the Senior Activity Center and issue the Phase 1 utility upgrades with those projects: - • Architect shall coordinate design of the MOC Parking Garage with the Senior Activity Center so that both projects, at the City's sole election, can be bid together and /or be constructed by the same contractor. Architect shall coordinate design of the MOC Parking Garage with the Senior Activity Center parking garage so that construction details between each garage will be the same. 2 Deliverables for the MOC Parking Garage and Plaza and the Senior Activity Center civil engineering projects will include design review packages at each design phase, 60% construction document package review, and final bid documents. All electronic drawings shall be submitted in AutoCad release 2000 or otherwise as determined and directed by City. Scope of Work includes the following: Senior Activity Center Civil Engineering MOC Parking Garage and Plaza Design Project Management $19,500.00 Civil $48,750.00 Architectural $59,550.00 Structural $57,900.00 Mechanical $13,950.00 Plumbing $14,500.00 Fire Protection $16,700.00 Electrical $18,550.00 Subtotal $249,400.00 Architect's total compensation for services under this Agreement shall not exceed the sum of $296,900.00, which sum shall include all deliverables but shall not include reimbursable expenses. Payment to Architect for customary reimbursable expenses such as reproductions, postage, travel and courier services shall not exceed the sum of $25,000.00 without prior express written approval from Owner. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the services described below, and include such other services as may be necessary to assist the City in the design and construction of the Project, within the limits the City has budgeted or will budget therefor, and in compliance with the Project Facility Program, which is hereby made apart of this Agreement for all purposes. Architect agrees that upon execution of this Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified, delineating their respective tasks. All of Architect's consultants shall be subject to the approval of the City through its Director of Public Works, and City reserves the right to reject any Tonsultant. Architect shall perform all work hereunder in a manner §ati'sfa'c6tory and acceptable to the City, represented by its Director of Public Works or his designee, hereinafter referred to as "Director." A Performance Schedule shall be agreed to by Architect and Director, and Architect agrees to use its best efforts to complete all services hereunder in accordance with such Performance Schedule. All services shall be performed to the highest professional standard. 3 $ 47,500.00 $249,400.00 - Architect shall provide, duringperformance of its services, adequate and competent on -site observation, periodically visiting the site to the extent necessary to personally familiarize itself with the progress and quality of the work, and to determine if the work is proceeding in accordance with the Contract Documents. Architect's site observations may be conducted with Owner's designated representative to check conformance of the work with the requirements of the Contract Documents and to verify 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. Based on such observations at the site and on the Contractor's Application and Certificate for Payment, Architect shall determine the amount owing to the Contractor and shall certify and forward the Contractor's Application and Certificate for Payment to the Director for approval and payment. These certifications shall constitute a representation by Architect to City, based on observations at the site and other data comprising the application for payment, that the work has progressed to the point indicated; that to the best of Architect's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning whole upon substantial completion, to the results of any subsequent tests required by the Contract Documents, to minor deviations from the Contract Documents correctable prior to Project completion, and to any specific qualifications stated in the Certificate); and that the Contractor is entitled to payment in the amount certified. Architect shall recommend to Cityrejection ofworkwhich 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. Architect shall conduct a professional observation to determine the dates of substantial completion and final completion, shall receive written guarantees and related documents assembled' by the Contractor for submittal with the final Certificate of Payment; and shall prepare and present a final Certificate for Payment to Director for City's approval and payment. Architect shall have authority to order minor changes in the work, consistent with the Contract Documents, not involving an adjustment in Contractor's price or an extension of the 4 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 to City's Director. 2.02 Schematic Design and Design Development Phases. Architect shall provide the following design development phase services: (1) Architect shall prepare Design Development Documents based upon the approved Schematic Design Documents to include adequate Specifications for elements ofthe Project for consideration and approval by the Director. Five (5) copies each of said documents will be submitted for distribution, each consisting of drawings and other documents to fix and describe the size, cross sections and character of the Project as to architectural, structural, mechanical and electrical systems, materials, and such other essentials as may be necessary and appropriate. The Design Development Phase shall be completed within the agreed Performance Schedule. (2) Architect shall submit to City a Revised Statement of Probable Construction Cost in a form acceptable to the Director. Any variance in the estimated construction costs that will adversely affect the established Project Budget will be submitted to the Director with appropriate comments and recommendations prior to beginning the Construction Documents Phase. 2.03 Construction Documents Phase. Architect shall provide the following construction documents phase services: (1) Architect shall prepare from the approved Design Development Documents, for 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 oftheProject, and within the agreed Performance Schedule following approval of the Design Development Documents. Following approval, Architect shall prepare and 5 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 ofProbable Construction Cost in a form acceptable to City. (c) Four unbound copies of the approved Project Construction Manual for subsequent binding with signed construction contracts. The Project Construction Manual shall include General and Supplementary General Conditions; Specifications and Special Provisions; Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment Bond Forms; approved Wage Rates; Federal regulations if applicable to the Project; and other required documents for construction of the Project. (4) After approval of the Construction Documents by the Director, Architect will submit a Statement, in triplicate, for services rendered. 2.04 Bidding Phase. Architect shall provide the following bidding phase services: (1) Following City's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, Architect shall assist City in awarding a construction contract following legal public bid requirements. During the bid process, Architect shall assist City as follows: (a) Issue and control of documents for bidding. (b) Jointly conducting pre -bid conferences, including on -site visits as required, to assure that bidders understand the Construction Documents, the various on -site conditions, and the coordination and scheduling requirements. (c) Preparation of required addenda to Contract Documents. (d) Tabulation and evaluation of bids received. (e) Jointly conducting pre -award conferences where necessary. (2) Architect's assistance to City shall include submitting written reviews and recommendations for awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents. 6 (3) Upon award of the Construction Contract, Architect will submit a Statement, in triplicate, for services rendered. 2.05 Construction Phase - Administration of the Construction Contract(s). Architect shall provide the following construction phase - administration of the construction contract(s) services: (1) Construction Phase will commence with the award of the Construction Contract and will terminate following the final one -year warranty inspection of the completedProject, correction of all defects in the Project's 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 itself with the progress and quality of the work, and to determine if the work is proceeding in accordance with the Contract Documents. Architect's site observations may be conducted with Owner's designated representative to check conformance of the work with the requirements of the Contract Documents and to verify the accuracy and completeness 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 ofprocedures, 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 interestg 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 7 shall certify and forward the Contractor's Application and Certificate for Payment to the Director for approval and payment. These certifications shall constitute a representation by Architect to City, based on observations at the site and other data comprising the application for payment, that the work has progressed to the point indicated; that to the best of Architect's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning whole upon substantial completion, to the results of any subsequent tests required by the Contract Documents, to minor deviations from the Contract Documents correctable prior to Project completion, and to any specific qualifications stated in the Certificate); and that the Contractor is entitled to payment in the amount certified. (6) Architect shall recommend to City rejection of work which does not conform to the Contract Documents. Architect shall make recommendations on all claims and disputes of City or the Contractor relating to execution and progress ofthe 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 2.07(1) below. (9) Architect shall conduct a professional observation to determine the dates of substantial completion and final completion, shall receive written guarantees and related documents assembled by the Contractor for submittal with the final Certificate of Payment, and shall prepare and present a final Certificate for Payment to Director for City's approval and payment. In addition, Architect shall make aprofessional observation oftherPitj ct 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 8 and major Subcontractors. Minutes of same shall be prepared by Architect with copies submitted to City's Director. (1 1) 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. 2.06 Project Representation Beyond Basic Services. In the event that circumstances should develop whereby continuous, full - time representation at the Project site is required, the conditions under which such representation shall be furnished and the Project Representatives selected, employed and directed shall be governed by an additional written Supplemental Agreement between City and Architect. 2.07 Additional Services. Architect shall perform Additional Services, as requested by City, after a not - to - exceed amount has been mutually agreed upon in writing by the Director and Architect. Where City Council authorization is required, Architect shall not proceed until the appropriate Resolution for such Additional Services has been adopted. The following services are not covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by the Director in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by the City, unforeseen circumstances due to hidden or unknown conditions, or codes /ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget overruns in the work of Architect, City shall not be liable to compensate Architect for Additional Services or expenses in such connection. (2) Providing other extraordinary professional services over and above the ContfaettI5cuments requirements, where required and requested by City, including extraordinary professional services which might result if the City decides to "fast track" the Project. 9 ARTICLE III CITY'S RESPONSIBILITIES 3.01 Tull 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 famish, 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 famish, or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests, reports and inspections as required by law or the Contract Documents. Basic Services Reimbursable Expenses ARTICLE IV PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: $296,900.00 $ 25,000.00 4.02 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. 4.03 Additions. No additions shall be made to Architect's compensation based upon Project construction claims, whether paid by City or denied. 4.04 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned or suspended, in whole or in part, Architect is to be paid for the services performed on account of it prior to receipt of written notice from City through irs 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 10 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 ofagood faith dispute between Architect and City or because of amounts which City has a right to withhold under this Contract or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Contract against any debt (including taxes) lawfully due to City from Architect, regardless ofwhether the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. ARTICLE V ARCHITECT'S ACCOUNTING RECORDS 5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining to the Project, and records of accounts between City and Architect, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. ARTICLE VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that the Director may cancel or indefinitely suspend further work hereunder or terminate this Contract either for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in nce6rdaance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross sections and other data, designs and work related to the Project shall become the property of City upon termination of this Contract, and shall be promptly delivered to City in a reasonably organized I1 form without restriction on future use. Should City subsequently contract with a new architect for continuation of services on the Project, Architect shall cooperate in providing information. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by the Director or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect when Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE VII GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary General Conditions to AIA Document A201, "General Conditions of the Contract for Construction ", are to be used by Architect without modification; however, City may, upon prior consultation, approve of any changes that may be necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City will be included under the Special Conditions portion of the Construction Documents. 7.02 Contract Administration. This Agreement shall be administered on behalf of City by its Director of Public Works, and Architect shall fully comply with any and all instructions from the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision in the matter shall be final and binding. ARTICLE VIII RESPONSIBILITY FOR WORK.INDEMNIFICATION AND INSURANCE 8.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and competency of their Designs, Working Drawings, Specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other documents prepared by Architect, his employees, subcontractors, agents and consultants. 8.02 Indemnification (Damage Claims). Architect agrees to defend, indemnify and hold City, its officers, agents and employees, harmless against any and all cliims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Architect's breach of any of the terms or provisions of this Agreement, or by any negligent act or omission of Architect, his officers, agents, associates, 12 employees or subconsultants, in the performance of this Agreement, except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of City, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both Architect and City, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available to City under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect, its employees, associates or subconsultants, pursuant to this Contract infringe a U.S. patent or copyright directly, indirectly or contributorily. Architect will pay any and all resulting costs, damages and attorney's fees finally awarded, provided that: (1) City promptly notifies Architect in writing of the claim; and (2) Architect has sole control of the defense and all related settlement negotiations. (a) If Architect defends City against such claims, the City Attorney of City shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) (c) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non - infringing; and if neither of the foregoing alternatives is available on terms which are reasonable in Architect's judgment, City, to the extent City is legally able to do so, will cease using the designs, plans or specifications on written requestofArchitect, 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. 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. 13 (3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect include in any of the Designs, Plans and Specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the Contract. 8.04 Insurance. Architect, at Architect's sole cost, shall have and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 8.04 above, including the required provisions and additional policy conditions as shown below in Section 8.06. As an alternative, Architect may include its subconsultants as additional insureds on its own coverages as prescribed under these requirements. Architect's certificate of insurance shall note in such event that the subconsultants are included as additional insureds. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non - renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives finny -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. 14 (3) (4) (5) 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. 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. Architect and City mutually waive subrogation rights each may have against the other for loss or damage, to the extent same is covered by the proceeds of insurance. 8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum coverage in force to be filed with the City. Such Certificates of Insurance are evidenced as Exhibit "A" entitled "Certificates of Insurance." ARTICLE IX COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 9.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 9.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. 10.01 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 hereofuntil final completion of the Project and all architectural /engineering and construction administration services in connection therewith, including the final one (1) year warranty inspection, and resolution of any outstanding Project - related claims b'rd<sputes. 10.02 Project Performance Schedule. ARTICLE X TERM (1) Time of completion of the services referenced herein shall be as follows: 15 Completion not later than nine (9) consecutive months from date of execution of this Agreement. (2) Architect understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all services required under this Contract in the highest professional . manner. _ ARTICLE XI FINANCIAL INTEREST PROIHIBITED, 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 will constitute a material breach of this Agreement. Architect shall be fully responsible for its delays or for failures to use his best efforts in accordance with the terms ofthis Agreement. Where damage is caused to City due to Architect's failure to perform in these circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any of City's additional legal rights or remedies. 12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. —_ 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest in this Agreement without prior written authorization of City. 16 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: Page Southerland Page 606 West Avenue Austin, Texas 78701 -2725 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No. approved by the City Council on , and Page Southerland Page, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full , Performance of the terms and provisions of this Agreement. ATTEST: CITY OF ROUND ROCK, TEXAS By Christine R. Martinez, City Secretary Nyle Maxwell, Mayor PAGE SOUTHERLAND PAGE By: Matthew F. Kreisle III, Principal PSP Architects - Engineers, Inc., General Partner 17 Senior Activity Center & Parking Municipal Office Campus Parking Garage & Plaza S \GRAPHICSICOUNCIL AGENDA ITEMS\ ENGINEERING\MCCONICO BUILDINGWARKING & PLAZA WRB 1 -07 -03 DATE: January 17, 2003 SUBJECT: City Council Meeting — January 23, 2003 ITEM: 10.E.2. Consider a resolution authorizing the Mayor to execute a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, and Supplemental Agreement No. 1 with Page Southerland Page for the design of the Municipal Office Complex Parking Garage and Plaza and the Civil Engineering on the Senior Activity Center. Resource: Larry Madsen, Construction Manager History: The Parking Garage and Plaza are key components of the Municipal Office Complex plan. The Senior Activity Center plans are being developed and PSP will provide the civil engineering that will coordinate with the master planning of the project. The parking garage will be a two level parking structure, which will include approximately 200 parking spaces with stairs and elevators to the plaza level. The plaza design will include hardscape paving, colonnade shade structures, activity areas, historical markers and site furnishings. The contract amount includes $47,500 for the civil engineering phase on the Senior Activity Center, $249,400 for the Parking Garage and Plaza, and the reimbursable amount not to exceed $25,000 for a total contract amount of $321,900.00. Funding: Cost: $321,900.00 Source of fonds: General Capital Construction Funds -2002 GO Outside Resources: Page Southerland Page ImpactBenefit: The Parking Garage and Plaza as well as the Senior Activity Center are the next phases of construction planned for the MOC. These structures will provide parking and a Senior Activity Center that will be second to none upon completion. Public Comment: N/A Sponsor: N/A