R-03-02-13-13D10 - 2/13/2003Mayor
Nyle Maxwell
Mayor Pro-tem
Tom Nielson
Council Members
Alan McGraw
Carrie Pitt
Scot Knight
Isabel Gallahan
Gary Coe
•
City Manager
Jim Nose
City Attorney
Stephan L. Sheets
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
March 3, 2003
Mr. Bayard M. Spencer III
Spencer Godfrey Architects
1106 South Mays, Suite 220
Round Rock, TX 78664
Dear Mr. Spencer:
The Round Rock City Council approved Resolution No. R- 03- 02 -13-
13D 10 at their regularly scheduled meeting on February 13, 2003.
This resolution approves the agreement and Supplemental Agreement
No. 1 for the design and construction phase for the Senior Activity
Center and Parking Garage.
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.
Sincerely,
Christine R. Martinez
City Secretary
Enclosure
CITY OF ROUND ROCK Administrative Dept . 221 East Main Street • Round Rock, Texas 78664
Phone: 512 218.5400 • Fax: 512 218 7097 • www.ci round -rock tx us
RESOLUTION NO. R- 03- 02- 13 -13D10
WHEREAS, the City of Round Rock desires to retain professional
architectural services for the design and construction phase for the
Senior Activity Center and Parking Garage, and
WHEREAS, Spencer Godfrey Architects has submitted a Standard Form
of Agreement Between Owner and Architect with Standard Form of
Architect's Services ( "Agreement "), and Supplemental Agreement No. 1 to
provide said services, and
WHEREAS, the City Council desires to enter into said Agreement,
and Supplemental Agreement No. 1 with Spencer Godfrey Architects, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Standard Form of Agreement Between Owner and
Architect with Standard Form of Architect's Services ( "Agreement "), and
Supplemental Agreement No. 1 with Spencer Godfrey Architects for the
design and construction phase for the Senior Activity Center and Parking
Garage, a copy of said Agreement, and Supplemental Agreement No. 1 being
attached hereto as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
o�\ wd ,, \RRSOLUTI \Raoavo.1O /ee
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 13th day of Februa ry, 2003.
.4
AT T:
CHRISTINE R. MARTINEZ, City Secre
2
Ma
City of Round Rock, Texas
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
This document has important legal consequences. Consultation with an attomey is encouraged with respect to its completion or modification.
AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40I.
Copyright 1917, 1926,1948, 1951, 1953,1958, 1961, 1963, 1966, 1967,1970, 1974,1977, 1987, 01997 by The Amencan Institute of Architects
Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of
the United States and will subject the violator to legal prosecution
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEMENT made as of the ( ) day of the month of
Three.
(In words, indicate day, month and year)
BETWEEN the Architect's client identified as the Owner:
(Name, address and other information.)
City of Round Rock
221 East Main Street
Round Rock, Williamson County, Texas. 78664
0,114 ,CURAVINnnrcoesrA00.14105 WPDIjkg
AIA Document B141 - 1997
1997 Edition - Electronic Format
in the year Two Thousand
AIA DOCUMENT B141- STANDARD FORM AGREEMENT- 1997 EDITION- AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution. This document was electmnicallypmduced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
EXHIBIT
" A n
Electronic Format 8141 -1997
Page 61
and the Architect:
(Name, address and other information )
Spencer Godfrey Architects
1106 South Mays, Suite 120
Round Rock, Williamson County, Texas 78664
For the following Project:
(Include detailed description of Project.)
Complete architectural, design, structural / mechanical /electrical engineering services related to the following:
Senior Activity Center consisting of approximately 29,500 square feet in two (2) stories to be located above a two-level narking
gamge accommodating approx imately 150 vehicles, with the structure to be located on the masterplanned Municipal OfficeComplex
site. Civil engineering and landscape architectural services are to he provided by Owner under other contracts
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 di pasinonforthefollowingitems by inserting the requested information or a statementsuch as "not applicable, " "unknown at time
of execution" or "to be determined later by mutual agreement.')
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
Provision of services following schematic design provided under prior Agreement dated August 8, 2002.
1.1.2.2 The physical parameters are:
(Identify or describe, if appropriate, sue, location, dimensions, or other pertinent information, such as geotechnical reports about the site )
The designated structures will be located on the west side of the Municipal Office Complex site.
The location for the masterpinnned Municipal Office Complex is proposed to be an approximately 5.85 acre tract of land in a
district bounded by the following roadways: Lake Creek, McNeil Road, North Mays (U.S. 81), and Round Rock Avenue in
Round Rock, Williamson County, Texas
1.1.23 The Owner's Program is:
(/dent fy documentation or state the manner in which the program will be developed.)
The project components are:
The approved schematic design provided under prior Agreement dated August 8, 2002.
Design Development, Construction Documents, Bid Negotiation, and Construction Administration. Specifically excluded
services are civil engineering and landscape architecture.
1.1.2.4 The legal parameters are:
(Ident� pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the sue.)
1.1.2.5 The financial parameters are as follows:
1. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is:
2
Owners overall budget for the entire Project is unknown at this time.
Total compensation to Architect for delineated services is the fixed sum of Three Hundred Twenty -four Thousand and No /100
Dollars ($324,000.00), plus Reimbursable Expenses in an amount not to exceed six percent (6 %) of such $324,000.00 fee.
Architect has stated that the fixed fee is based upon a total fee of$364,000.00, reduced by previously -paid Schematic Design
fee of $40,000, equaling $324,000.00.
1.1.2.6 The time parameters are.
(1dentjy, if appropriate, milestone dates, durations or fast track scheduling.)
Design Development Phase shall be completed within ninety (90) days from execution hereof.
Construction Documents Phase shall be completed within one hundred twenty (120) days thereafter.
Bid Negotiation Phase shall be completed within thirty (30) days thereafter.
Construction Administration Phase shall be completed within sixteen (16) months thereafter.
Services hereunder shall commence immediately upon receipt by Architect of this executed Agreement.
Other time parameters or adjustments to time parameters are to be determined at a later date by mutual agreement of the parties
hereto
1.1.2.7 The proposed procurement or delivery method for the Project is:
(ldentib method such as competitive bid, negotiated contract, or construction management.)
Professional services such as architectural planning will be engaged by negotiated contract. The general contractor for
construction will be selected by competitive bidding or other statutorily - allowed alternate delivery method.
1.1.2.8 Other parameters arc:
(ldentifyspecial characteristics or needs of the Protect such as energy, environmental or historic preservation requirements.)
Unknown at this time
1.1.3 PROJECT TEAM
1.13.1 The Owner's Designated Representatives are:
(List name, address and other information )
Larry Madsen
Project Administrator
2008 Enterprise
Round Rock, Texas 78664
Sharon Pretc
Project Manager
605 Palm Valley Boulevard
Round Rock, Texas 78664
1.13.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the
Architect's submittals to the Owner are:
(List name, address and other information.)
Jim Nuse
City Manager
221 East Main Street
Round Rock, Texas 78664
3
1.1.3.3 The Owner's other consultants and contractors arc:
(List discipline and, if known, identify than by name and address)
Civil Engineering - Page Southerland Page
Landscape Architecture - Not selected at this time.
Others - Not selected at this time.
1.1.3.4 The Architect's Designated Representative is:
(List name, address and other information)
Bayard "Bo" M. Spencer 111
Spencer Godfrey Architects
1106 South Mays, Suite 120
Round Rock, Williamson County, Texas 78664
1.1.3.5 The consultants retained at the Architect's expense are:
(List discipline and, if known, tdent fy them by name and address)
Pickett Kelm and Associates Structural Engineering
Johnson Consulting Engineers, MEP Engineering
Dickensheets Design Associates, Acoustician
Austech Roofing, Roofing Consultant
Upon execution of this contract, Architect agrees that it will submit to City within ten (101 days a list of all additional consultants
it intends to utilize, not previously identified in Architcct's Proposal Letter, delineating their respective tasks. All Architect's
consultants shall be subject to the approval of City, and City reserves the right to reject any consultant.
1.1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Con tract
for Construction shall be the edition of AIA Document A2011-fl...,..la,ofiL.,dat., of this �„ f Ilhws. as modified
between Owner and Contractor. Architect's responsibility to provide services for the construction phase under this Agreement
commences with the award of the contract for construction and terminates at the issuance to Owner of the final certificate for
payment. Duties, responsibilities and limitations of authority of Architect shall not be restricted, modified or extended without
written agreement of Owner and Architect with consent of Contractor, which consent shall not be unreasonably withheld.
Architect consents to the modifications of AIA Document A201, General Conditions of the Contract for Construction, between
Owner and Contractor.
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining
the Architect's compensation. DvtIput u, Lo V ub „i...tlat am. l,6,f„a,ati., aay.hans a..d,,.that.v 0..
all I, . La t .a go app.up.:at ajuab.. ub;..a.,L IaL,.o,,.P .. a aaodCa,.s,m .r; 6, a o,da. ,. d
Pal,.x. apl, 1.3.3. Owner agrees to negotiate compensation to Architect as Additional Services for time Owner directs Architect
to spend at the iobsite beyond the contracted Construction Period.
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change
in Services shall be effected only 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 Owner and Architect shall fully cooperate with one another to fulfill all of their respective obligations required under
this Agreement. Both parties shall endeavor during the full tern hereof to maintain good working relationships among all
members of the Project team.
4
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt
of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
1.2.2.2 TL.. 0..,,.,, 61„11 p.., iudi.,.11 „pJ..t,, tin. L,.J0,4. fin 1 .II j....., 6,..luJi„ that put tic,. all.,..,,t..J fan AL. Curt of tin.
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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 furnish them as a Change in Services when such services are requested by the Architect and are reasonably required
by the scope of the Project and are approved by Owner.
1,2.2.5 Unless otherwise provided in this Agreement, and if requested in writing, the Owner shall furnish or pay for tests,
inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for
air and water pollution, and tests for hazardous materials.
1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
1.2.2.7 'I1.O..o.r Each party shall provide prompt written notice to the AmhiL,.l other if .. O..II.., 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 wdl 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. However, Owner agrees to reimburse Architect the actual
costs of review fees associated with Texas Building Accessibility reviews.
1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the
City of Round Rock General and Supplementary Conditions for Building Construction, Instructions to Bidders, Proposal Forms
Wage Rates Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as may be necessary
and practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent
practicable, these documents shall be utilized in the preparation of the construction documents.
1.23 ARCHITECT
1.23.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in
Article 1.4 and as enumerated elsewhere herein in attached and accompanying documents in supplemental documents and in
related documents.
1.23.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
5
Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which shall
may be adjusted, if necessary and approved by Owner, as the Project proceeds. This schedule shall include allowances for
periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval ofsubmissions
by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not,
except for reasonable cause, be exceeded by the Architect or Owner.
1.2.33 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.
1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an 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..l.;t..t Each party shall provide prompt written notice to theEtwner other if C.. A..1.4A..,t either
becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect.
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials 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 ....,.,..0.,61.
„Il..........f . d... for Contractor's overhead and profit. 6 g ..... ; .a.,L�II L.. i...l.,d.3
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.
LUnmu al us llb. d.. .... d 11 ., av d UM rwp..al L isbon ft, o f5...r;....oed
.,1at y cod atlo.. 1 v..d . L...lod ou ..vpy..gi to. All Architect's designs and work product under this Agreement
includin but not limited to Tracin,s Dmwin_ Estimates S ecifications Investiations 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 for any successor copyright statute)
as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs
and work product developed under this Agreement. Copies may be retained by Architect. Architect shall be liable to Owner
for any loss or damage to any such documents while they arc m the possession of or while being worked upon by Architect or
anyone connected with Architect, including agents, employees. consultants or subcontractors. All documents so lost or damaged
shall be replaced or restored by Architect without cost to Owner.
6
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a r.ua.n.lua,.. L......J.. permission to reproduce
the Architect's Instruments of Service svicly 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 nu....,..lu,:.. 1:..,.a., permission from the Architect's consultants consistent with this Agreement. Airy
t ....:.....:...... ftlJaAs,. .,...,.tp,;u,f.uu.pl.GuvufJ,.P. .... laLullt.....,: ,,,,t,.th:JIL.,.,.J,,.U hu.yd . .O..u.r
Lulu ,.Gu;., h.,,,, ,,,al.L,s f , tl,.. , .p, oJu.hu „o of fah an■.uts of 5 , Y;.. a „d atoll ,.tan, to tI . Ar..h;tL,.t within a.v.,, Jaya of
.nnma am all u„s6,ala a„ J ,.p,vJu.t;ua ;,. th. O,. a., puaa.aa;u„ .,, .a „hnl I f and upon the date the Architect is adjudged
in default of this Agreement, aL ll L. J ,u.J l.nu;vatul u.J ,. pl....J Ly J non, au., .l ag:.. G...,, J..
permitting the Owner is permitted to authorize other similarly credentialed design professionals to reproduce and, where
permitted by law, to make changes, corrections or additions to the Instruments of Service solely for the purposes of completing,
using and maintaining the Project.
1.3.2.3 £r. .pt f , tl,. ];..,,a.a s, ad J 6, S Lpu,as,aph 1.3.2.2, ,, atL., h..na. , , st t ,hull L J..... d s,a „t d , ,,,,p ,J
nnd., this - Agreement: The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer anyi;L.na. 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 L
GuLpu,a uph 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. uvt t„ L..unoha.J . o pabli i;.„ L, J., of 11...,....1
u, alt t o t o tl oJ f , �.. v, f , a th ., p, �.. n l a tl ,. O ,YU.. u th . p ,.v, u
A,.L;t.a'a .a„oulta,do. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without
liability to the Architect and the Architect's consultants.
- 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing
to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by
separate written agreement set forth the specific conditions governing the format ofsuch Instruments of Service or electronic
data, including any special limitations t„ G..na.3 not otherwise provided in this Agreement.
1.3.2.5 All fans and drawin s will be . ared and submitted b Architect to Owner fora royal on a minimum 24 -inch b
36 -inch or maximum 32 -inch by 42 -inch drafting sheet with all lettering processed in ink or pencil and clearly legible when
the sheets are reproduced and reduced to half size.
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 supptementally 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 Compensation therefor will he at standard hourly rates or re- negotiated as a fixed amount
at that time.
1.3.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion
of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect
what was changed or modified.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if
11,. A,.L,t..t'J.v,Ihul
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1.5.2, uu 1 f an R.;ml.nauLl. £. p.na.a d.a..;L.1;0 Subp.,.s,opl. 1.3.9.2 and Pu, us,051,1.5.5. It is expressly understood
and agreed by and between the parties hereto that any alteration in schedule. compensation and Change in Services shall be
effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized
by City Council resolution.
7
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13.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation
011d11 ;011 p...1.J..11t to alb ;,,41 0, 0, tl,.. ; •t ;t11t:V„ „f Lgal .,, ..y,.a..bl p.o.u,d:,.bs by 1:111 , p ly. If such matter relates
to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law
to comply with the lien notice or filing deadlines prior to resolution of the matter by mediations. L wL; .41:°11.
13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation. y a6 1.00tL.,..;41„L,11 L� L. a,,.O,Ja,,,.0 ,.aL 1111 Cu. ,4b a.G01.111J11sh M...1 ;aG °,r
Rats.,ftL.. A,11.,.;.,a11 A.L;bal;uu A4401,;4t o 1,a.,..,dl 6, . l. Request for mediation shall be filed in writing with the other
party to this Agreement .Th.. 11,y11ust ,11a y
°f a d...man J f , 4,1;6,,50„ 1111, :, au, L . o,,t, mediation shall proceed in advance of a,La,4lien 0, legal or equitable
proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer
period by agreement of the parties or court order.
13.43 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where
the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable
as settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
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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
13.6.1 The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising
out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to
either party's termination in accordance with Paragraph 1.3.8.
13.7 MISCELLANEOUS PROVISIONS
13.7.1 This Agreement shall be governed by the Fa o of211 p 6 pul plan of J I J f dL A.II;. t,
p,.,!41.,3 ;.1 PaIa 1.42 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 of AIA Document A201, General
Conditions of the Contract for Construction, tuuwt “.3 of tL.. Jai, of thi. Asiwalwit as modified between Owner and Contractor.
13.73 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion
for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment
for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run
any later than the date when the Architect's services are substantially completed.
13.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions
of the Contract for Construction , wl..,. dv,.. ftt .,Jat.. .,ft1,:0A6.,.....1...das modified between Owner and Con tractor. The Owner
or thc Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers
in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favorofa 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 haven() responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project
to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner
to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
13.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least 14 days prior to the requested dates of execution. The Architcct shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
9
13.7.9 The Owner and Architcct, 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 a.w,Ja,.,.. substantial compliance with this Agreement, such
failure shall may be considered substantial nonperformance and alas., f , l., Goo o., al 11. A..1.$..fa optio,y cause for
suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension
of services, the Architect shall give seven fifteen an 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
::opt:o „oft a....t '...a. The Architect's fees for the remaining services
and the time schedules shall be equitably adjusted.
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13.8.2 In connection with the work outlined in this Agreement it is agreed and fully understood by Architect that Owner
may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience
of Owner, upon fifteen (151 days' written notice to Architect, with the understanding that immediately upon receipt of said
notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work
satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished
prior to the receipt of said notice No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross
sections and other data, designs and work related to the Project shall become the property of Owner upon termination of this
Agreement, and shall be promptly delivered to Owner in a reasonably organized form without restriction on future use. Should
Owner subsequently contract with a new architect for continuation of services on the Protect, Architect shall cooperate in
providing information
13.83 Nothing contained in Section 1.3.8.2 immediately above shall require Owner to pay for any work which is
unsatisfacto as determined b Owner's r .resentative or which is not submitted in com liance with the terms of this
Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract.
nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default
including the right to bring legal action for damages or to force specific performance of this Agreement.
1.3.9 PAYMENTS TO THE ARCHITECT
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
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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 Fonn of Agreement Between Owner and Architect with Standard Form of Architect's Services. AlA
Document B 141 -1997, as herein amended.
(List other documents, f any, delineating Archctect's scope of services )
1.4.13 Other documents as follows:
(List other documents, if any, forming pan of the Agreement.)
"Supplemental Agreement No. I” supplementing Standard Form of Agreement Between Owner and Architect with Standard
Form of Architect's Servic AIA Document B141 -1997.
1 1
7
1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows:
It is expressly understood and agreed by and between theparties hereto that Architect shall be solely responsible for ensuring
that the Proiectmeets'all pre - construction, construction, and post - construction requirements imposed by theAmerican Disability
Act which are in force and effect during the preparation of Construction Documents by Architect.
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described herein, compensation shall be computed as follows:
In accordance with the $324,000 00 fixed fee established herein, and as elaborated in Supplemental Agreement hereto
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation may be
adjusted. Such adjustment shall be calculated as described below v.,11 ;a th1s P,...,x.,,ph
.5.2,
(Insert basis ofcompensatmn, tncludmgratesand multiples ofDirect Personnel Expensefar Principals and employees, and identify Principals
and classify employees, if required Identify specific services to o hick particular methods of compensation apply)
Hourly, as follows:
Principals
$120 00
Proiect Arch 85.00
Intern Architect 65.00
CAD Technician 55.00
Clerical 45.00
1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple ofone ( 1. 00 )
times the amounts billed to the Architect for such services.
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of one ( 1.00) times the expenses incurred by the
Architect, and the Architect's employees and consultants. However, only for the reimbursable expenses which are delineated
below in this subsection 1.5.4, the compensation shall be computed as delineated:
(a) Reimbursable charges for electrostatic copying: $0.15/81/4x 11 sheet: and
(b) Reimbursable charges for blueline printing: $0.15 /square foot of sheet sire.
1.5.5 Other Reimbursable Expenses, if any, are as follows:
1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall
be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No /I 00 Dollars ($ 0.00 ) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement It shall be credited to the Owner's account at final payment. Subsequent payments
for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of the Architect's invoice or not later than the time period
required under the Texas Prompt Payment Act, whichever is later. Non - disputed amounts unpaid sixty (60) days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time
at the principal place of business of the Architect.
(Insert rate of interest agreed upon.)
One percent (1 %) per month
(Usury laws and requirements under the Federal Truth m Lending Act. similar state and local consumer credit laws and other regulations
at the Owner's and Architect's principal places ofbusiness, the location of the Project and elsewhere may affect the validity of this provision.
Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers.)
12
1-5-2-
This Agreement entered into as of the day and year first written above.
OWNER
nu vn.w ..yu�� that
CITY OF ROUND ROCK, TEXAS SPENCER GODFREY ARCIIITECTS
By: By:
Nyle Maxwell, Mayor Bayard "Bo" M. Spencer III, Principal
ATTEST:
Christine R. Martinez, City Secretary
13
ARCHITECT
as p!vvru n1 1 a1abtap
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, AIADocument B141-
1997, for the following Project:
Complete architectural, design, structural/mechanical/electrical engineering services related
to the following:
Senior Activity Center consisting of approximately 29,500 square feet in two (2) stories to
be located above a two -level parking garage accommodating approximately 150 vehicles,
with the structure to be located on the west side of the masterplanned Municipal Office
Complex site,
all as are more specifically identified and described in the accompanying AIA Document
B141 -1997.
This Supplemental Agreement No. I is made and entered into as of the same date of the Agreement
it supplements, that being the day of , 2003, and likewise 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 SPENCERGODFREYARCHITECTS,
with offices located at 1106 South Mays, Suite 120, Round Rock, Texas, 78664 (hereinafter referred to as
"Architect ").
WHEREAS, as is recited in the Agreement this document supplements, City intends to design and
construct the described project (hereinafter called the "Project ") at a total budgeted construction cost still
to be determined. Architect's services are desired for purposes including but not limited to architectural,
design, structural/mechanical/electrical engineering services related to the Project. Total compensation for
Architect's services under this Agreement shall not exceed the following: $324,000.00, plus reimbursable
expenses in an amount not to exceed six percent (6 %) of such $324,000.00 fixed fee.
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract with
Architect for the delineated professional services in connection with design and construction of the Project,
and for the administration of the Construction Contract during construction of a portion of the Project, all
as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor;
and
0-1wdox1CORR \gonmoawm0.000u183 WPD s
WITNESSETH:
1
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed to
provide such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions
contained in the Agreement this document supplements and herein, 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 this Contract.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions of this
Contract as follows:
I. BASIC SERVICES
(a) Architecture $ 207,360.00
(b) Structural Engineering $ 63,990.00
(c) M/E/P Engineering $ 44,550.00
(d) Acoustician (sound systems only, excluding
specialized audio /visual systems) $ 4,860.00
(e) Roof Consultant $ 3,240.00
TOTAL BASIC SERVICES $ 324,000.00
For approved Reimbursable Expenses, as defined in Article V hereof, an allowance not to exceed six percent
(6 %) of Architect's total compensation hereunder. Eligible Reimbursable Expenses, other than Special
Consultants, shall be billed to City at cost.
For Architect's Additional Services, if any be authorized in advance by City as hereinafter provided, a
supplemental fee to be computed.
Unless subsequently changed by additional Supplemental Agreement to this Contract, duly authorized by
City Council Resolution, Architect's total compensation hereunder shall not exceed $324,000.00, plus a not-
to- exceed amount of six percent (6 %) of Architect's total compensation hereunder, for approved
Reimbursable Expenses. These amounts represent the absolute limit of City's liability to Architect under this
Contract, unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the subphases described below, and
include complete architectural services and design, structural/mechanical/electrical engineering services, and
such other services as maybe necessary to assist the City in the design and construction of the Project, within
2
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 Contract for all purposes. Architect agrees that upon execution of this
Contract, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize,
not previously identified in Architect's Proposal Letter, delineating their respective tasks. All of Architect's
consultants shall be subject to the approval of the City through its City Manager, 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 City Manager 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.
2.02 Design Development Phase. Architect shall provide the following Design Development Phase
Services:
(1)
Architect shall prepare Design Development Documents based on the approved Schematic
Design Documents and updated budget for the Cost of the Work, said Design Development
Documents to include adequate specifications for elements of the Project for consideration
and approval by Director. Five (5) copies each of said documents will be submitted to City,
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. Said documents
shall illustrate and describe the refinement of the design of the Project, establishing the
scope, relationships, forms, size and appearance of the Project by means of plans, sections
and elevations, typical construction details, and equipment layouts. Said documents shall
include outline specifications that identify major materials and systems and establish in
general their quality levels. 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 Director. Any variance in the estimated construction costs that will adversely
affect the established Project Budget will be submitted to 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 and updated
budget for the Cost of the Work, for consideration of and approval by Director, Construction
Documents, which documents shall set forth in detail the requirements of the entire Project,
including the necessary bidding information prepared in such a way to allow City, if it so
desires, to advertise for the award of one or more contracts for the construction and
completion of the entire Project, or any phase thereof, and 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. Architect shall also compile the Project Manual that includes the Conditions
3
(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 Director.
(3)
of the Contract for Construction and Specifications and may include bidding requirements
and sample forms. City shall provide all standard documents for Architect to include in the
Project Manual.
Architect shall file five (5) complete sets ofproposed Construction Documents with 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 have on hand
additional sets as needed for bidding purposes. Should additional sets be required, Architect
will be reimbursed for same as an eligible reimbursable expense, upon approval in advance
by City. Architect shall also file with 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 detailed cost estimates 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) Architect shall be solely responsible for obtaining the prior approval of the Texas
Department of Licensing and Regulation prior to submittal of all Construction Documents
to City for approval. Any fees charged by the Department for this approval shall be paid by
Architect as a reimbursable expense.
2.04 Bidding/Negotiation Phase. Architect shall provide the following Bidding/Negotiation Services:
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. Architect shall arrange for procuring the reproduction of Bidding Documents, distributing
same to prospective bidders, and maintaining records. Owner shall be responsible for payment for the costs
of reproduction of such documents, either directly or through reimbursement to Architect. During the bid
process, Architect shall assist City as follows:
(1) Jointly conducting pre -bid conferences, including on -site visits as required, to endeavor to
assure that bidders understand the Construction Documents, the various on -site conditions,
and the coordination and scheduling requirements.
4
(2) Preparing responses to questions from prospective bidders, and providing clarifications and
interpretations of the Bidding Documents to all prospective bidders in the required form of
addenda to Contract Documents.
(3)
Assisting in the opening of bids, tabulation and evaluation of bids received, and advising on
award of the contract.
(4) Jointly conducting pre -award conferences where necessary.
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.
2.05 Construction Phase - Administration of the Construction Contract(s). Architect shall provide
the following Construction Phase - Administration of the Construction Contract(s) Services:
The Construction Phase will commence with the award of the first Construction Contract and will terminate
following the final one -year warranty inspection of the completed Project, correction of all defects in Project
materials and workmanship, and resolution of all Project - related claims and disputes. During the
Construction Phase, Architect shall provide the following services:
(1) 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.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific Drawings
or Specifications in need of clarification and the nature of the clarification requested.
(3)
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form of
drawings. When making such interpretations and initial decisions, Architect will endeavor
to secure faithful performance by both Owner and the Contractor, will not show partiality
to either, and will not be liable for the results of interpretations or decisions so rendered in
good faith.
(5)
If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
5
(6) Architect shall report to Owner all deviations from the Contract Documents and most recent
construction schedule submitted by the Contractor. However, Architect will not be
responsible for the Contractor's failure to perform work in accordance with requirements
of the Contract Documents. Architect will be responsible for Architect's acts or omissions,
but will not have control over or charge of and will not be responsible for acts or omissions
of the Contractor, Subcontractors, or their agents or employees, or any other persons or
entities performing portions of the work.
(
(
(9)
Architect will at all times have access to the work wherever it is in preparation or progress.
Owner will endeavor to communicate with the Contractor through Architect about matters
arising out of or relating to the Contract Documents. Communications by and with
Architect's subconsultants will be through Architect.
Architect, as a representative of City, shall advise and consult with 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.
(10) Architect shall provide, during construction, adequate and competent on -site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
himself with the progress and quality of the work, and to determine if the work is proceeding
in accordance with the Contract Documents. Architect's site observations may be conducted
with Owner's designated representative to check conformance of the work with the
requirements 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 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.
(11) Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine, monthly, the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to
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
6
completion, and to any specific qualifications stated in the Certificate); and that the
Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of Architect
to the Contractor, Subcontractors, material and equipment suppliers, their agents or
employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the Contractor
relating to the execution and progress of the work or the interpretation of the Contract
Documents, based upon such review and analysis by Architect as may reasonably be
required. In the event of litigation, where Architect is named as an additional party with the
City, such assistance will include the availability of knowledgeable witnesses in the employ
of Architect for expert testimony.
(14) 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.
(15) Architect shall prepare Change Orders and/or Construction Change Directives 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 2.090) below.
(16) Architect shall conduct inspections 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 fmal Certificate for Payment to Director for City's approval and payment. In addition,
Architect shall make an inspection of the Project at least thirty (30) days before the
expiration of the one (1) year warranty contained m the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor and
major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(18) 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
7
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.
(19) 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.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1) consent
of surety or sureties, if any, of reduction in or partial release of retainage or the making of
final payment; and (2) affidavits, receipts, releases and waivers of liens or bonds
indemnifying Owner against liens.
2.06 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion ofthe prime general
contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project. Architect
shall then prepare a list of work which needs to be done by each prime contractor to satisfy that prime
contractor's warranty obligations to City. For any non - warranty involvement of Architect, payments shall
be made based upon the Hourly Rate Schedule contained in this Agreement.
2.07 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.
2.08 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 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 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. If changes
are required to be made because of error, oversight, clarification, discrepancy, or budget
overruns in the work of Architect, City shall not be liable to compensate Architect for
Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or other
cause during construction, and furnishing professional services as may be required in
connection with the replacement of such work, unless damage was the result of Architect's
error.
8
(3)
Providing other extraordinary professional services over and above the Contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast- track" the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act
in its behalf. City shall examine documents submitted by Architect and render decisions pertaining thereto
promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the
site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data
pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information
as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing
values and other necessary operations for determining subsoil conditions.
3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract Documents.
3.05 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade
permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap
fees will be paid by City and are not to be included by Architect in the Specifications for the Project.
3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility
Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for
Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid
Advertisement Form, and such other information and materials as may be necessary and practicable for the
orderly and expeditious process of the work and the awarding of the Construction Contract. To the extent
practicable, these documents shall be utilized in the preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this Project
has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also include
in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the lowest
responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project, or Architect's
latest detailed estimate of Probable Construction Cost is still less than the fixed limit of total Budgeted
9
Construction Cost for the Project, City shall pay Architect fees for Basic Services in accordance with this
Contract.
4.02 Procedures if bid(s) exceed Budgeted Construction Costs. If the lowest responsible bid exceeds
its portion of the fixed limit of total Budgeted Construction Cost for the Project, and as a result thereof, or
otherwise, the latest estimate of Probable Construction Cost exceeds such fixed limit of total Budgeted
Construction Cost for the Project, City at its option may either (1) give written approval of an increase in
such fixed limit, with no obligation to increase Architect's fee, or (2) authorize rebidding within a reasonable
time, or (3) cooperate in revising the Project scope and quality as required to reduce the Probable
Construction Cost. In the case of (3), Architect, without additional charge, shall immediately modify the
Drawings and Specifications as necessary to bring the Project cost within the budgeted fixed limit, or within
any higher fixed limit subsequently authorized by City. Providing this service shall be the limit of Architect's
responsibility in this regard, and having done so, Architect shall be entitled to his fees in accordance with
this Contract.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Architects, their employees, or their
consultants in the interest of the Project for the incidental expenses set forth below. Such expenses
must be authorized in advance.
5.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the following shall
be reimbursable: reasonable transportation and living expenses of principals and employees when traveling
in connection with the Project outside of Williamson County, Texas, essential long distance calls and
telegrams, fees paid for the securing of approval of authorities having jurisdiction over the Project, postage,
and reproduction of Drawings and Specifications, excluding copies for Architect's office use and the required
number of sets at each phase of the work for City's review.
5.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due
to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for the
City's use shall be reimbursable.
5.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the Texas
Department of Licensing and Regulation for review and approval of design or development documents shall
be reimbursable.
5.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the
Texas Natural Resource Conservation Commission for the Water Pollution Abatement Plan and for the
Sewage Collection Fee shall be reimbursable.
5.06 Special Consultants. If the employment of special consultants for specialized design services is
authorized by City, (for example, special lighting and Landscape consultants, special soil mechanics
engineers, communications consultants, etc.), fees for other than normally required architectural, structural,
mechanical, electrical and civil engineering services and the Basic Services hereinbefore defined, shall be
reimbursable.
10
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each subphase, but not to exceed the following percentages of the
respective fees at the completion and approval of each subphase of the work:
I. FEE APPORTIONMENT BY PHASE
(a) Design Phase
(b) Construction Document Phase
(c) Bid Phase
(d) Construction Phase
TOTAL SERVICES
ARTICLE VI
PAYMENTS TO THE ARCHITECT
$ 81,000.00
$139,320.00
$ 6,480.00
$ 97.200.00
$324,000.00
As to the Construction Phase fee apportionment of $97,200.00, Architect shall invoice for equal monthly
payments based upon the contractually stipulated Construction Period.
6.02 Reimbursable Expenses and Additional Services. Payments for authorizedReimbursable Expenses
and Additional Services for Architect, as hereinbefore referred to, shall be made following presentation,
review and approval of Architect's detailed invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project construction
claims, whether paid by City or denied.
6.05 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.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be in a form to be specified by Director. All payments to Architect
shall be made on the basis of the invoices submitted by Architect and approved by Director. Such invoices
shall conform to the schedule of services and costs in connection therewith set out hereinabove. All
Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by Director,
Architect shall comply promptly with such request. In this regard, should Director determine it necessary,
Architect shall make all records and books relating to this Contract available to City for inspection and
auditing purposes.
6.07 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 Contract.
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
11
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.
6.08 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 VII
ARCHITECT'S ACCOUNTING RECORDS
7.01 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 VIII
TERMINATION AND DEFAULT
8.01 Termination. In connection with the work outlined in this Contract, it is agreed and fully understood
by Architect that 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 Contract shall cease. Architect shall invoice City for all work satisfactorily completed and shall
be compensated in accordance with the terms of this Contract for all work accomplished prior to the receipt
of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross
sections and other data, designs and work related to the Project shall become the property of City upon
termination of this Contract, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new architect for continuation of services
on the Project, Architect shall cooperate in providing information.
8.02 Default. Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as determined by Director or which is not submitted in compliance with the terms of this
Contract. City shall not be required to make any payments to Architect when Architect is in default under
this Contract, 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 Contract.
ARTICLE IX
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 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.
12
9.02 Contract Administration. This Contract shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute arising
hereunder shall be submitted to Director, whose decision in the matter shall be final and binding.
ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 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.
10.02 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 Contract, or by any negligent act or omission of Architect, his officers,
agents, associates, employees or subconsultants, in the performance of this Contract; 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.
10.03 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, regardless of whether or not City is
proven to have actively induced or contributed to the infringement. 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) IfArchitect 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) 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
13
permit Architect, at Architect's option and expense, either to procure the right for
City to continue using the designs, plans or specifications or to replace or modify
the same so that they become non - infringing; and if neither of the foregoing
alternatives is available on terms which are reasonable in Architect's judgment,
City, to the extent City is legally able to do so, will cease using the designs, plans
or specifications on written request of Architect, in which instance City has the sole
option to either require Architect to perform new design work at Architect's sole
expense, or to terminate this Contract.
(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 Contract 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.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Contract the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to
City.
City agrees to reimburse Architect and M/E/P Engineer only the actual cost to them for excess limit coverage
above $500,000.00.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect,
Architect shall require each subconsultant performing work under this Contract to maintain during the term
of the Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in
Section 10.04 above, including the required provisions and additional policy conditions as shown below in
Section 10.06, unless specifically waived by the City Manager. 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 and that the Architect agrees to provide Workers' Compensation coverage for the subconsultants
and their employees.
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 Contract, 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.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 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:
14
(2) Companies issuing the insurance policies shall have no recourse against City for payment
of any premiums or assessments for any deductibles which all are at the sole responsibility
and risk of Architect.
(3)
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.
The Term "City" or "City of Round Rock" shall include all authorities, Boards,
Commissions, Departments, and officers of City and the individual members, employees and
agents thereof in their official capacities, and/or while acting on behalf of the City of Round
Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held
by City, to any such future coverage, or to City's Self - Insured Retentions of whatever nature.
10.07 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.
ARTICLE XI
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES. ETC.
11.01 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.
11.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed
hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited
Sales, Excise, and Use Tax Act.
ARTICLE XII
TERM
12.01 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 Contract shall be from the date hereof until
final completion of the Project and all architectural/engineering and construction administration services in
connection therewith, including the final one (1) year warranty inspection, and resolution of any outstanding
Project- related claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is
of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services
15
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 XIII
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
13.01 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.
13.02 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 XIV
GENERAL PROVISIONS
14.01 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 Contract within the agreed Project
Performance Schedule will constitute a material breach of this Contract. Architect shall be fully responsible
for its delays or for failures to use his best efforts in accordance with the terms of this Contract. 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.
14.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Contract 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.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Contract. Architect shall not assign, sublet or
transfer any interest in this Contract without prior written authorization of City's Director.
14.04 Amendments. This Contract, representing the entire agreement between the parties, may only be
amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Contract 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 Contract
shall be governed by and construed in accordance with the laws and court decisions of the State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows:
16
Christine R. Martinez, City Secretary
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
and to:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, Texas 78644
All notices and correspondence from City to Architect shall be mailed or delivered to the Architect
as follows:
Bayard `Bo" M. Spencer IH
Spencer Godfrey Architects
1106 South Mays, Suite 120
Round Rock, Texas 78664
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract 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 Spencer
Godfrey Architects, signing by and through its duly authorized representative(s), thereby binding the parties
hereto, their successors, assigns and representatives for the faithful and full performance of the terms and
provisions of this Contract.
ATTEST: CITY OF ROUND ROCK, TEXAS
By:
Nyle Maxwell, Mayor
SPENCER GODFREY ARCHITECTS
By:
Bayard `Bo" M. Spencer III, Principal
THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS 78711-
2337 OR 333 GUADALUPE, SUITE 2 -350, AUSTIN, TEXAS 78701 -3942, TELEPHONE (512) 305 -9000,
HAS JURISDICTION OVER INDI VIDUALS LICENSED UNDER THE ARCHITECTS' REGISTRATION
LAW, TEXAS CIVIL STATUTES, ARTICLE 249a.
17
Senior Activity Center &
Parking
w
N
s
E Senior Activity Center
' ROCK TEXAS
PURPOSE P.510, P W SP W IY
DATE: February 7, 2003
SUBJECT: City Council Meeting — February 13, 2003
ITEM: 13.D.10. 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 Supplement Agreement No. I with
Spencer Godfrey Architects for the design and construction phase
for the Senior Activity Center and Parking Garage.
Resource: Larry Madsen, Construction Manager
History: Spencer Godfrey has completed the schematic design phase of the project. The
City will now enter into a contract to complete the design development,
construction drawings, and bidding and construction phases of the project. The
contract is in the amount of $334,906.00 with an additional fee not to exceed the
amount of $19,500 for reimbursable allowances.
Funding:
Cost: $354,406.00
Source of funds: Capital Project Funds ( GO Bonds 2001)
Outside Resources: Spencer Godfrey
Sponsor: N/A
Impact/Benefit: The size of the existing center does not meet the programming needs of
the senior population and is in need of repair. The new center will provide
an opportunity for additional programs and an increase in membership and
participation
Public Comment: The senior community has been actively involved. In addition to Focus
Group and Design Team, public meetings have been held to discuss
issues, concerns and to solicit input.
Standard Form of Agreement Between Owner and Architect
with.Standard Form of Architect's Services
TABLE OF ARTICLES
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 modtfcation.
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 substantialquotation 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.
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 theili jt' -lee - fr IS ) day of the month of FP.hrwtyq in the year Two Thousand
Three.
(!n words, indicate day, month and year)
BETWEEN the Architect's client identified as the Owner:
(Name, address and other information )
City of Round Rock
221 East Main Street
Round Rock, Williamson County, Texas. 78664
AIA DOCUMENT B141- STANDARD FORM AGREEMENT- 1997 EDITION- AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING: Unlicensed photocopying violates U.S.
copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
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Electronic Format B141 -1997
Page #1
R -03-0 - 13 -13Dto
and the Architect:
(Name, address and other Informatlon )
Spencer Godfrey Architects
1106 South Mays, Suite +
Round Rock, Williamson County, Texas 78664
For the following Project:
(include detailed description ofProject.)
Complete architectural, design, structural /mechanical /electrical engineering services to the following:
Senior Activity Center consisting of approximately 29,500 square feet in 0 stories to be located above a two-level parking
garage accommodating approximately 150 vehicles, with the structure to be located on the masterplanned Municipal OfficeComplex
site. Civil engineering and landscape architectural services arc to be provided by Owner under other contracts.
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 dispasitionfor the following items by inserting the requested information ore statement such as "not applicable," unknown at time
of execution" or "to be determined later by mutual agreement.')
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, if appropriate, proposed use or goals.)
Provision of services following schematic design provided under prior Agreement dated August 8, 2002.
1.1.2.2 The physical parameters are:
(Identify or describe, ifappropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about theme.)
The designated structures will be located on the west side of the Municipal Office Complex site.
The location for the mastcrplanned Municipal Office Complex is proposed to be an approximately 5.85 acre tract of land in a
district bounded by the following roadways: Lake Creek, McNeil Road, North Mays (U.S. 81), and Round Rock Avenue in
Round Rock, Williamson County, Texas
1.1.2.3 The Owner's Program is:
(Identify documentation or state the manner in which the program will be developed.)
The proiect components are:
The approved schematic design provided under prior Agreement dated August 8, 2002.
Design Development, Construction Documents, Bid Negotiation, and Construction Administration. Specifically excluded
services are civil engineering and landscape architecture.
1.1.2.4 The legal parameters are.
(Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the sue.)
1.1.2.5 The financial parameters are as follows:
1. Amount of the Owner's overall budget for the Project, including the Architect's compensation, is:
2
Owner's overall budget for the entire Project is unknown at this time.
Total compensation to Architect for delineated services is the fixed sum of Three Hundred Twenty -four Thousand and No /I00
Dollars ($324,000.00), plus Reimbursable Expenses in an amount not to exceed six percent (6 %) of such $324,000.00 fee.
Architect has stated that the fixed fee is based upon a total fee of $364,000.00, reduced by previously -paid Schematic Design
fee of $40,000, equaling $324,000.00.
1.1.2.6 The time parameters are:
(!dent fy, if appropriate, milestone dates, durations or fast track scheduling.)
Design Development Phase shall be completed within ninety (90) days from execution hereof.
Construction Documents Phase shall be completed within one hundred twenty (120) days thereafter.
Bid Negotiation Phase shall be completed within thirty (30) days thereafter.
Construction Administration Phase shall be completed within sixteen (16) months thereafter.
Services hereunder shall commence immediately upon receipt by Architect of this executed Agreement.
Other time parameters or adjustments to time parameters are to be determined at a later date by mutual agreement of the parties
hereto.
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)
Prof services such as architectural planning will be engaged by negotiated contract. The general contractor for
construction will be selected by competitive bidding or other statutorily- allowed altemate delivery method.
1.1.2.8 Other parameters are:
(ldenu& special characteristics or needs of the Project such as energy. environmental or historic preservatian requirements.)
Unknown at this time,
1.1.3 PROJECT TEAM
1.1.3.1 The Owners Designated Representatives are:
(List name, address and other information)
Larry Madsen
Project Administrator
2008 Enterprise
Round Rock, Texas 78664
Sharon Prete
Project Manager
605 Palm Valley Boulevard
Round Rock, Texas 78664
1.1.3.2 The persons or entities, in addition to the Owners Designated Representative, who are required to review the
Architect's submittals to the Owner are:
(List name, address and other infer/nation.)
Jim Nuse
City Manager
221 East Main Street
Round Rock, Texas 78664
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1.133 The Owner's other consultants and contractors are:
(List discipline and, if knoh n, identify them by name and address)
Civil Engineering - Page Southcrland Page
Landscape Architecture - Not selected at this time.
Others - Not selected at this time.
1.13.4 The Architect's Designated Representative is:
(List name, address and other information)
Bayard `Bo" M. Spencer 111
Spencer Godfrey Architects
1106 South Mays, Suite 4.291
Round Rock, Williamson County, Texas 78664
1.13.5 The consultants retained at the Architect's expense are:
(List discipline and, if known, identify them by name and address)
Pickett Kelm and Associates, Structural Engineering
Johnson Consulting Engineers, MEP Engineering
Dickensheets Design Associates, Acoustician
Austech Roofing, Roofing Consultant
Upon execution of this contract Architect agrees that it will submit to City within ten (10)days a list of all additional consultants
it intends to utilize, not previously identified in Architect's Proposal Letter, delineating their respective tasks All Architect's
consultants shall be subject to the approval of City, and City reserves the right to reject any consultant.
1.1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract
for Construction shall be the edition of AIA Document A201,., n,,.,, t,,, oftl ,..dab„ftbia A0,,,,,e,,,,d,.,, n, f llow,. 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 ofAIA 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,.O..,...
P..,n 1.3.3. Owner agrees to negotiate compensation to Architect as Additional Services for time Owner directs Architect
to spend at the iobsite beyond the contracted Construction Period.
It is expressly understood and agreed by and between the parties hereto that any alteration in schedule, compensation and Change
in Services shall be effectett only by Sussgleniental Agreement 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 Owner and Architect shall fully cooperate with one another to fulfill all of their respective obligations required under
this Agreement. Both parties shall endeavor during the full tens hereof to maintain good working relationships among all
members of the Project team.
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1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt
of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
1.2.2.2 TI.. .v.,.., Ill ll P.,,.,J,.,a . 1 i., ti., l LI J b t C , t R w.1, ,o IA 1118 t 1 p... 11,11 a ut l f . d ,,, G,.
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The Owner shall establish and periodically update the budget for the Project, including that portion allocated for the Cost of
the Work, Owner's other costs, and reasonable contingencies related to all costs.
1.2.2.3 The Owner's Designated Representative identified in Paragmph 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 fumish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required
by the scope of the Project and are approved by Owner.
1.2.2.5 Unless otherwise provided in this Agreement, and if requested in writing the Owner shall furnish or nay 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 T1... 0...,..■ Each party shall provide prompt written notice to then ,..ldt....t other if 11 .. 0..,..., 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 he assessed for tap fees will he paid by Owner and are
not to be included by Architect in the specifications for the Project. However, Owner agrees to reimburse Architect the actual
costs of review fees associated with Texas Building Accessibility reviews.
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 practicable for the orderly and expeditious progress of the work and the awarding of the construction contract. To the extent
practicable, these documents shall be utilized in the preparation of the construction documents.
1.2.3 ARCHITECT
1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in
Article 1.4 and as enumerated elsewhere herein in attached and accompanying documents in supplemental documents and in
related documents.
1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and cart 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 shall
may be adjusted, if necessary and approved by Owner, as the Project proceeds. This schedule shall include allowances for
periods of time required for the Owner's review, for the performance of the 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.
1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.23.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the
Owner.
1.23.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.23.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 The Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information
furnished by the Owner. TL.,A..,ht .t Each party shall provide prompt written notice to the 0... .., other ifth,A...ldt...,teither
becomes aware of any errors, omissions or inconsistencies in such services or information.
ARTICLE 13 TERMS AND CONDITIONS
13.1 COST OF THE WORK
13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect.
13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by the
Owner and equipment designed, specified, selected orspeciallyprovided forbytheArchitect, including the costs of management
or supervision of construction or installation provided by a separate construction manager or contractor, plus
all v...,.. f t for Contractor's overhead and profit. in,,11:finn, . ...m„ Ll,. „H„..,, „...f. „.,t:111,61.,.:,,,l,u i
13.2 INSTRUMENTS OF SERVICE
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13.13 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of
the land, rights -of -way and financing or other costs that are the responsibility of the Owner.
13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project. 11 ... A...I.:a,...,.,J .i.., A...1.:,.....'s
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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
anyoneconnected with Architect, including agents, employees, consultants or subcontractors. All documents so lost or damaged
shall he replaced or restored by Architect without cost to Owner.
6
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a permission to reproduce
the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the
Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect
shall obtain similar permission from the Architect's consultants consistent with this Agreement. linty
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..,......,.t..,.. a ll LI e, .nls .4, L. t,., .. .................1. If and upon the date the Architect is adjudged
in default of this Agreement, tl.. f . y .,:.. ...,, ,L II L. J .. , J t. tu,:u,,t J anti n.vls. J Ly u uJ, a t,.r.lus:v. G..,
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 sully for the purposes of completing,
using and maintaining the Project.
13.23 C.. N tf 11..l' b t J' S b 1.7.2.2 .nov,tl.., L.. nn b ..,n.aJv,,.... N L.J
The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer anyi;..nt.,. 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 L x ,�ui d Lt
C p ,mss .wI 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.
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..wst,ltts. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without
liability to the Architect and the Architect's consultants.
13.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic 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 ofsuch Instruments of Service or electronic
data, including any special limitations or not otherwise provided in this Agreement.
13.2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by
36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when
the sheets are reproduced and reduced to half size
13.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final
inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplemcntally 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 Con tractor. Compensation therefor will beat standard hourly rates or re- negotiated as a fixed amount
at that time.
13.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion
of the Project. Anv such change shall be sealed by the architect making that change and shall be appropriately marked to reflect
what was changed or Codified.
133 CHANCE IN SERVICES
133.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, i
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1.5.2, anti t., an Sul,paia 1.3.3.2 a.ti Pa.. 1.5.5. It is expressly understood
and agreed by and between the parties hereto that any alteration in schedule, compensation and Change in Services shall be
effected only by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized
by City Council resolution.
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1.3.4 MEDIATION
1.3.5 ARBITRATION
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1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation
u11J;1;u11pn...,.J ,d WanL: 10111.11 d1,111a t tut ;VII ., .4u6a d:ugaby.;t1. pa,ly. If such matter relates
to or is the subject ofa 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 a,1, ;l,at400
13.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation s.l„.L, u1Jwa tL. pad; a 111ute filly ag1 . ulL.1..: "' '
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party to this Agreement
a.l...1, mediation shall proceed in advance of a,L:aaJou .,, 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.
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1.3.5.1 Owner and Architect hereby expressly agree that no claims or disputes between Owner and Architect arising out of
or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without
limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 -14) or any applicable state arbitration statute,
except that in the event that Owner is subject to an arbitration proceeding related to the Project, Architect consents to be joined
in the arbitration proceeding if Architect's presence is required or requested by Owner for complete relief to be accorded in the
arbitration proceeding.
13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
13.6.1 The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising
out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to
either party's termination in accordance with Paragraph 1.3.8
13.7 MISCELLANEOUS PROVISIONS
13.7.1 This Agreement shall be governed by their , oft1 1 rinc pal plans V f L LIM ... o f t A Ld..,.t, n� u tl r wr
.. 2 laws of the state of Texas, and venue shall lie in Williamson County, Texas.
13.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General
Conditions of the Contmct f orConstruction ,.u...,... as modified between Owner and Contractor.
13.73 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion
for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment
for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run
any later than the date when the Architect's services are substantially completed
13.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all
rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions
of the Contract for Construction,.,.,.....d., Aa.... a..,. d as modified between Owner and Contractor. The Owner
or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers
in favor of the other parties enumerated herein.
13.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
13.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall haveno responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
13.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project
to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised theArchitect 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 daysprior to the requested dates of execution. TheArchitect shall not be required to execute
certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement
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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 assumc the Owner's rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect in u,r..., substantial compliance with this Agreement, such
failure shall may be considered substantial nonperformance and f . 1... t ul11, A...La,...fa,,,,G.,.y cause for
suspension of performance of services under this Agreement. lithe Architect elects to suspend services, prior to suspension
of services, the Architect shall give seven fifteen an 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 u„d uuy
np u aw61t1111 d;11d1 hd .nupt;MI J twutttp . antufllnAI,. lulwf aauvnw. TheArchitect 'sfeesfortheremainingservices
and the time schedules shall be equitably adjusted.
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13.8.2 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner
may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience
of Owner, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said
notice all work and labor being performed under this Agreement shall cease. Architect shall invoice Owner for all work
satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished
prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross
sections and other data, designs and work related to the Project shall become the property of Owner upon termination 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 above shall require Owner to pay for any work which is
unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of this
Agreement. Owner shall not be required to make any payments to Architect when Architect is in default under this contract
nor shall this section constitute a waiver of any right, at law or at equity, which Owner may have if Architect is in default
including the right to bring legal action for damages or to force specific performance of this Agreement.
10
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1.3.9 PAYMENTS TO THE ARCHITECT
13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on
account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect has been adjudged to be liable.
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(List other documents, if any, delineating Architect's scope of services.)
1.4.13 Other documents as follows:
(List other documents, if any. forming part of the Agreement)
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ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between the
Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the
documents listed below.
1.4.1.1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services AIA
Document B141 -1997, as herein amended.
"Supplemental Agreement No. I” supplementing Standard Form of Agreement Between Owner and Architect with Standard
Form of Architect's Services, AIA Document BI41 -1997.
11
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1.4.2 Special Terms and Conditions.Special tenns and conditions that modify this Agreement are as follows:
It is expressly understood and agreed by and between theparties hereto that Architect shall be solely responsible for ensuring
that the Project meets'all nre- construction, construction, and post- construction requirements imposed by the American Disability
Act which are in force and effect during the preparation of Construction Documents by Architect.
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described herein, compensation shall be computed as follows:
In accordance with the $324,000.00 fixed fee established herein, and as elaborated in Supplemental Agreement hereto.
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation maybe
adjusted. Such adjustment shall be calculated as described below rn , u. hm inO�i�Pu,�g��plr
1.5.2, iii a.. ya laLl� 111“1111..,.
(Insert basrsofcompensation, including rates and multiples of Direct Personnel Expensefor Principals and employees, and identify Principals
and classify employees, if required. Identify specific services to which particular methods of compensation apply)
Hourly, as follows:
Principals $120.00
Project Architect 85.00
Intern Architect 65.00
CAD Technician 55.00
Clerical 45.00
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. However, only for the reimbursable expenses which are delineated
below in this subsection 1.5.4, the compensation shall be computed as delineated:
fa) Reimbursable charges for electrostatic copying: $0 I5 /8'' /: x I 1 sheet: and
(b) Reimbursable charges for blueline printing: $0.15 /square foot of sheet size.
1.5.5 Other Reimbursable Expenses, if any, areas follows:
1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall
be adjusted in accordance with their normal salary review practices.
1.5.7 An initial payment of Zero and No /100 Dollars ($ 0 00) shall be made upon execution of this Agreement and is the
minimum payment under this Agreement. 11 shall be credited to the Owner's account at final payment. Subsequent payments
for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in
this Agreement.
1.5.8 Payments are due and payable thirty (30) days from the date of the Architect' s invoice , or not later than the time period
required under the Texas Prompt Payment Act, whichever is later. Non - disputed amounts unpaid sixty (60) days after the
invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time
at the principal place of business of the Architect.
(Insert rate of interest agreed upon.)
One percent (1 %) per month
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations
at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision.
Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written
disclosures or waivers.)
12
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OWNER
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This Agreement entered into as of the day and year first written above.
CITY OF ROUND ROCK, TEXAS SPENCE ODFREY ARCHITECTS
ATTEST:
Christine R. Martinez, City Secretary
B
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ARCHITECT
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Bayard
III, Principal
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02/12/2003 15:47 FAX 5122185563
'02/12/2003 10:45 15154439669
CERTIFICATE OF LABILITY INSURANCE
PRODUCER
USI Insuriuxce Services of Texas
1946 S Ili 35, Suite 301
Austin, DC 78701
INSURED
Spencer - Godfrey Architects
1106 South Mays, Suite 120
Round Rock, TX 78664
CO TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION
LIR NUMBER DATE DATE
A GENERAL LIABILITY 4155Amma450
A AUTOMOBILE LIABILITY 61 iBA148480
=CMS LIABILITY
EMPLOYERS LIABILITY
Clry of Rom,d Rock 26034 ma EXHIBIT -
FEB - 12 - 2003 16:05
Ij 002
USI INSURANCE AUSTIN PAGE 02/02
CORR PUBLIC WORKS -. CITY HALL
Date: 02/06/03
COMPANIES AFFORDING COVERAGE
A Hartford Lloyds Insurance Company
B Hartford Underwriters Insurance Co,
C Security Ins. Co. of Hartford
D
THIS IS TO CERTIFY THAT the Insured named above is insured by die Companies listed above with respect to
the business operations heze;na1er 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.
4/6/02 4/6/03 GENERAL AGGREGATE 52,000,000
PRODUCTS- COMP /OP 1,06. $ 2,000,000
PERSONAL & ADY. INJURY 01,000,000
EACH OCCURRENCE 5 1,000,000
FIRE DAMAGE (Any one fire) S 300,000
MED. EXPENSE (Any one penon)S 10,000
4/6/02 4/6/032 COMBINED SINGLE Llldrr 5 1,000,000
EODILY INJURY (Pm' person) S
BODILY INJURY (Per =Mere) S
PROPERTY DAMAGE 5
BACH OCCURRENCE 3
AGGREGATE 3
B WORKERS' COMPENSATION AND 61WECEX6002 8/20/02 8■20/03 STATUTORY LIMITS
BACHA.CCIDENT S 1,000,000
DISEASE - POLICY LIMIT 01,000.000
DISEASE - EACH EMPLOYEE S 1,000,000
C PROFESSIONAL ISABILTr, Ala 05560505 9/30/02 9(30103 3500.000/ CLAIM
SS00,000/AOGREGATR
DESCRIPTION 09 OPBRATIONS/LO:ATIONS/VT PS/SPECIAL ITEMS/EXCEPTIONS
• ' Workers Comp** Sole Proprietors, :?arHets. Officers Excluded Bayard M. Spencer, Mika O Locaden 61- Prom //WC420308
Stpplemenal Nawa: some0 Godfrey Architect,
The Ciry of Round Rock is flamer e additional insured with respect to all policies except Workers' Compensation and Employers' Liability
and Professional Liability. Should a td of the above described policies be cancelled or changed before the expiration date thereof, t issuing
eompaay will mail thirty (30) days written notice to the certificate bolder named below.
CERTIFICATE HOLDER: City Maeagcr
City re Round Rock
221 E. Main Sweet
Round Rock, Texas 78664
SIGNA At7TH0J�� I�2�EP�E�B
• OIL
LIMITS
Typed Name: Jim Jtmmarsa0
Title: BACaent Eremcuye
Revised 102002
02/12/2003 WED 09:30 iT1i /RS NO 7187] Rj0o2
5122185563 SEM P.02
SUPPLEMENTAL AGREEMENT NO. 1
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of
Agreement Between Owner and Architect with Standard Form of Architect's Services, AIADocument B141-
1997, for the following Project:
Complete architectural, design, structural/mechanical/electrical engineering services relat�d�
to the following: ((// / / / / /��/ / /�/
Senior Activity Center consisting of approximately 29,500 square feet in t stories to
be located above a two -level parking garage accommodating approximately 150 vehicles,
with the structure to be located on the west side of the masterplanned Municipal Office
Complex site,
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 same date of the Agreement
it supplements, that being the f day of , 2003, and likewise is by and between the
same parties, those being the CITY OF ROUND ROCK, a ho -rule municipal corporation of Williamson
County, Texas (hereinafter referred to as "City" and/or "Owner") and SPENCER GODFREY ARCHITECTS,
with offices located at 1106 South Mays, Suite 120, Round Rock, Texas, 78664 (hereinafter referred to as
"Architect ").
WITNESSETH:
WHEREAS, as is recited in the Agreement this document supplements, City intends to design and
construct the described project (hereinafter called the "Project ") at a total budgeted construction cost still
to be determined. Architect's services are desired for purposes including but not limited to architectural,
design, structural/mechanical /electrical engineering services related to the Project. Total compensation for
Architect's services under this Agreement shall not exceed the following: $324,000.00, plus reimbursable
expenses in an amount not to exceed six percent (6 %) of such $324,000.00 fixed fee.
WHEREAS, as is recited in the Agreement this document supplements, City desires to contract with
Architect for the delineated professional services in connection with design and construction of the Project,
and for the administration of the Construction Contract during construction of a portion of the Project, all
as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor;
and
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1
WHEREAS, as is stipulated in the Agreement this document supplements, Architect has agreed to
provide such professional services for the compensation delineated previously and herein;
NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions
contained in the Agreement this document supplements and herein, hereby contract as follows:
1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship
with the City, shall perform all professional services for the Project as set forth in this Contract.
1.02 Compensation. City shall compensate Architect in accordance with the terms and conditions of this
Contract as follows:
I. BASIC SERVICES
ARTICLE I
SCOPE OF SERVICES AND COMPENSATION
(a) Architecture $ 207,360.00
(b) Structural Engineering $ 63,990.00
(c) M/EJP Engineering $ 44,550.00
(d) Acoustician (sound systems only, excluding
specialized audio /visual systems) $ 4,860.00
(e) Roof Consultant $ 3,240.00
TOTAL BASIC SERVICES $ 324,000.00
For approved Reimbursable Expenses, as defined in Article V hereof, an allowance not to exceed six percent
(6 %) of Architect's total compensation hereunder. Eligible Reimbursable Expenses, other than Special
Consultants, shall be billed to City at cost.
For Architect's Additional Services, if any be authorized in advance by City as hereinafter provided, a
supplemental fee to be computed.
Unless subsequently changed by additional Supplemental Agreement to this Contract, duly authorized by
City Council Resolution, Architect's total compensation hereunder shall not exceed $324,000.00, plus a not -
to- exceed amount of six percent (6 %) of Architect's total compensation hereunder, for approved
Reimbursable Expenses. These amounts represent the absolute limit of City's liability to Architect under this
Contract, unless same shall be changed by additional Supplemental Agreement hereto.
The times and further conditions of payment shall be as described in Article VI hereof.
ARTICLE II
ARCHITECT'S SERVICES
2.01 Basic Services. Architect's Basic Services consist generally of the subphases described below, and
include complete architectural services and design, structural/mechanical/electrical engineering services, and
such other services as maybe necessary to assist the City in the design and construction of the Project, within
2
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 Contract for all purposes. Architect agrees that upon execution of this
Contract, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize,
not previously identified in Architect's Proposal Letter, delineating their respective tasks. All of Architect's
consultants shall be subject to the approval of the City through its City Manager, 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 City Manager 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 m accordance with such Performance Schedule. All services shall
be performed to the highest professional standard.
2.02 Design Development Phase. Architect shall provide the following Design Development Phase
Services:
(1)
Architect shall prepare Design Development Documents based on the approved Schematic
Design Documents and updated budget for the Cost of the Work, said Design Development
Documents to include adequate specifications for elements of the Project for consideration
and approval by Director. Five (5) copies each of said documents will be submitted to City,
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. Said documents
shall illustrate and describe the refinement of the design of the Project, establishing the
scope, relationships, forms, size and appearance of the Project by means of plans, sections
and elevations, typical construction details, and equipment layouts. Said documents shall
include outline specifications that identify major materials and systems and establish in
general their quality levels. 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 Director. Any variance in the estimated construction costs that will adversely
affect the established Project Budget will be submitted to 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 and updated
budget for the Cost of the Work, for consideration of and approval by Director, Construction
Documents, which documents shall set forth in detail the requirements of the entire Project,
including the necessary bidding information prepared in such a way to allow City, if it so
desires, to advertise for the award of one or more contracts for the construction and
completion of the entire Project, or any phase thereof, and 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. Architect shall also compile the Project Manual that includes the Conditions
3
of the Contract for Construction and Specifications and may include bidding requirements
and sample forms. City shall provide all standard documents for Architect to include in the
Project Manual.
(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 Director.
(3)
(1)
Architect shall file five (5) complete sets ofproposed Construction Documents with 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 have on hand
additional sets as needed for bidding purposes. Should additional sets be required, Architect
will be reimbursed for same as an eligible reimbursable expense, upon approval in advance
by City. Architect shall also file with 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 detailed cost estimates 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) Architect shall be solely responsible for obtaining the prior approval of the Texas
Department of Licensing and Regulation prior to submittal of all Construction Documents
to City for approval. Any fees charged by the Department for this approval shall be paid by
Architect as a reimbursable expense.
2.04 Bidding/Negotiation Phase. Architect shall provide the following Bidding/Negotiation Services:
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. Architect shall arrange for procuring the reproduction of Bidding Documents, distributing
same to prospective bidders, and maintaining records. Owner shall be responsible for payment for the costs
of reproduction of such documents, either directly or through reimbursement to Architect. During the bid
process, Architect shall assist City as follows:
Jointly conducting pre -bid conferences, including on -site visits as required, to endeavor to
assure that bidders understand the Construction Documents, the various on -site conditions,
and the coordination and scheduling requirements.
4
(2) Preparing responses to questions from prospective bidders, and providing clarifications and
interpretations of the Bidding Documents to all prospective bidders in the required form of
addenda to Contract Documents.
(3)
Assisting in the opening of bids, tabulation and evaluation of bids received, and advising on
award of the contract.
(4) Jointly conducting pre -award conferences where necessary.
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.
2.05 Construction Phase - Administration of the Construction Contract(s). Architect shall provide
the following Construction Phase - Administration of the Construction Contract(s) Services:
The Construction Phase will commence with the award of the first Construction Contract and will terminate
following the final one -year warranty inspection of the completed Project, correction of all defects in Project
materials and workmanship, and resolution of all Project - related claims and disputes. During the
Construction Phase, Architect shall provide the following services:
(1) 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.
(2) Architect shall review properly prepared, timely requests by the Contractor for additional
information about the Contract Documents. A properly prepared request for additional
information about the Contract Documents will be in a form prepared or approved by
Architect and will include a detailed written statement that indicates the specific Drawings
or Specifications in need of clarification and the nature of the clarification requested.
(3)
(4) Interpretations and decisions of Architect will be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form of
drawings. When making such interpretations and initial decisions, Architect will endeavor
to secure faithful performance by both Owner and the Contractor, will not show partiality
to either, and will not be liable for the results of interpretations or decisions so rendered in
good faith.
(5)
If deemed appropriate by Architect, Architect will on Owner's behalf prepare, reproduce
and distribute supplemental Drawings and Specifications in response to requests for
information by the Contractor.
Architect shall render initial decisions on claims, disputes or other matters in question
between Owner and the Contractor as provided in the Contract Documents. However,
Architect's decisions on matters relating to aesthetic effect will be final only if consistent
with the intent expressed in the Contract Documents.
5
(6) Architect shall report to Owner all deviations from the Contract Documents and most recent
construction schedule submitted by the Contractor. However, Architect will not be
responsible for the Contractor's failure to perform work in accordance with requirements
of the Contract Documents. Architect will be responsible for Architect's acts or omissions,
but will not have control over or charge of and will not be responsible for acts or omissions
of the Contractor, Subcontractors, or their agents or employees, or any other persons or
entities performing portions of the work.
(7) Architect will at all times have access to the work wherever it is in preparation or progress.
(8) Owner will endeavor to communicate with the Contractor through Architect about matters
arising out of or relating to the Contract Documents. Communications by and with
Architect's subconsultants will be through Architect.
(9) Architect, as a representative of City, shall advise and consult with 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.
(10) Architect shall provide, during construction, adequate and competent on -site construction
observation, periodically visiting the site to the extent necessary to personally familiarize
himself with the progress and quality of the work, and to determine if the work is proceeding
in accordance with the Contract Documents. Architect's site observations may be conducted
with Owner's designated representative to check conformance of the work with the
requirements 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 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.
(11) Based on such observations at the site and on the Contractor's Application and Certificate
for Payment, Architect shall determine, monthly, the amount owing to the Contractor and
shall certify and forward the Contractor's Application and Certificate for Payment to
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
6
completion, and to any specific qualifications stated in the Certificate); and that the
Contractor is entitled to payment in the amount certified.
(12) Architect shall have authority to reject work which does not conform to the Contract
Documents. Whenever Architect considers it necessary or advisable, Architect will have
authority to require inspection or testing of the work in accordance with the provisions of
the Contract Documents, whether or not such work is fabricated, installed or completed.
However, neither this authority of Architect nor a decision made in good faith either to
exercise or not exercise such authority shall give rise to a duty or responsibility of Architect
to the Contractor, Subcontractors, material and equipment suppliers, their agents or
employees or other persons or entities performing portions of the work.
(13) Architect shall make recommendations on all claims and disputes of City or the Contractor
relating to the execution and progress of the work or the interpretation of the Contract
Documents, based upon such review and analysis by Architect as may reasonably be
required. In the event of litigation, where Architect is named as an additional party with the
City, such assistance will include the availability of knowledgeable witnesses in the employ
of Architect for expert testimony.
(14) 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.
(15) Architect shall prepare Change Orders and/or Construction Change Directives 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 2.09(1) below.
(16) Architect shall conduct inspections 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 an inspection of the Project at least thirty (30) days before the
expiration of the one (1) year warranty contained in the Contractor's Performance Bond.
(17) Architect shall conduct regularly scheduled progress meetings with City, the Contractor and
major Subcontractors. Minutes of same shall be prepared by Architect with copies
submitted to City's Director.
(18) 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
7
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.
(19) 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.
(20) Architect shall obtain from the Contractor and forward to Owner the following: (1) consent
of surety or sureties, if any, of reduction in or partial release of retainage or the making of
final payment; and (2) affidavits, receipts, releases and waivers of liens or bonds
indemnifying Owner against liens.
2.06 Warranty Phase. Architect shall assist Owner in scheduling corrections to be made by the
Contractor during the warranty period. During the eleventh month following completion ofthe prime general
contract, Architect will arrange for a warranty inspection tour of the entire Project by authorized
representatives of City, the Subconsultants and of each prime contractor engaged on the Project. Architect
shall then prepare a list of work which needs to be done by each prime contractor to satisfy that prime
contractor's warranty obligations to City. For any non - warranty involvement of Architect, payments shall
be made based upon the Hourly Rate Schedule contained in this Agreement.
2.07 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.
2.08 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 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 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. If changes
are required to be made because of error, oversight, clarification, discrepancy, or budget
overruns in the work of Architect, City shall not be liable to compensate Architect for
Additional Services or expenses in such connection.
(2) Providing consultation concerning replacement of any Project work damaged by fire or other
cause during construction, and furnishing professional services as may be required in
connection with the replacement of such work, unless damage was the result of Architect's
error.
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(3)
Providing other extraordinary professional services over and above the Contract
requirements, where required and requested by City, including extraordinary professional
services which might result if the City decides to "fast- track" the Project.
ARTICLE III
CITY'S RESPONSIBILITIES
3.01 Full information. City shall provide full information regarding requirements for the Project.
3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act
in its behalf. City shall examine documents submitted by Architect and render decisions pertaining thereto
promptly to avoid unreasonable delay in the orderly progress of Architect's work.
3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the
site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data
pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information
as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing
values and other necessary operations for determining subsoil conditions.
3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil
mechanics, and other laboratory tests, reports and inspections as required by law or the Contract Documents.
3.05 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade
permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap
fees will be paid by City and are not to be included by Architect in the Specifications for the Project.
3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility
Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for
Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid
Advertisement Form, and such other information and materials as may be necessary and practicable for the
orderly and expeditious process of the work and the awarding of the Construction Contract. To the extent
practicable, these documents shall be utilized in the preparation of the Construction Documents.
ARTICLE IV
FIXED LIMIT OF TOTAL BUDGETED CONSTRUCTION COST
4.01 Budgeted Construction Costs. The fixed limit of total Budgeted Construction Cost for this Project
has not been fully ascertained as of the date of making of these Contract Documents. Architect, in
consultation with City, shall determine what materials, equipment, component systems and types of
construction are to be included in the Contract Documents, and will make reasonable adjustments in the
scope of the Project to bring it within the limits when fixed. With City approval, Architect may also include
in the Contract Documents alternate bids to adjust the construction cost to the fixed limit. If the lowest
responsible bid is within the fixed limit of total Budgeted Construction Cost for the Project, or Architect's
latest detailed estimate of Probable Construction Cost is still less than the fixed limit of total Budgeted
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Construction Cost for the Project, City shall pay Architect fees for Basic Services in accordance with this
Contract.
4.02 Procedures if bid(s) exceed Budgeted Construction Costs. If the lowest responsible bid exceeds
its portion of the fixed limit of total Budgeted Construction Cost for the Project, and as a result thereof, or
otherwise, the latest estimate of Probable Construction Cost exceeds such fixed limit of total Budgeted
Construction Cost for the Project, City at its option may either (1) give written approval of an increase in
such fixed limit, with no obligation to increase Architect's fee, or (2) authorize rebidding within a reasonable
time, or (3) cooperate in revising the Project scope and quality as required to reduce the Probable
Construction Cost. In the case of (3), Architect, without additional charge, shall immediately modify the
Drawings and Specifications as necessary to bring the Project cost within the budgeted fixed limit, or within
any higher fixed limit subsequently authorized by City. Providing this service shall be the limit of Architect's
responsibility in this regard, and having done so, Architect shall be entitled to his fees m accordance with
this Contract.
ARTICLE V
REIMBURSABLE EXPENSES
5.01 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and
Additional Services and include actual expenditures made by Architects, their employees, or their
consultants in the interest of the Project for the incidental expenses set forth below. Such expenses
must be authorized in advance.
5.02 Travel, phone, postage, reproduction, etc. When authorized in advance by City, the following shall
be reimbursable: reasonable transportation and living expenses of principals and employees when traveling
in connection with the Project outside of Williamson County, Texas, essential long distance calls and
telegrams, fees paid for the securing of approval of authorities having jurisdiction over the Project, postage,
and reproduction of Drawings and Specifications, excluding copies for Architect's office use and the required
number of sets at each phase of the work for City's review.
5.03 Overtime. If authorized in advance by City, the expense of extraordinary overtime work, not due
to Architect delays, requiring higher than regular rates, and renderings, slides, photographs or models for the
City's use shall be reimbursable.
5.04 Texas Department of Licensing and Regulation fees. Any fees charged to Architect by the Texas
Department of Licensing and Regulation for review and approval of design or development documents shall
be reimbursable.
5.05 Texas Natural Resource Conservation Commission fees. Any fees charged to Architect by the
Texas Natural Resource Conservation Commission for the Water Pollution Abatement Plan and for the
Sewage Collection Fee shall be reimbursable.
5.06 Special Consultants. If the employment of special consultants for specialized design services is
authorized by City, (for example, special lighting and landscape consultants, special soil mechanics
engineers, communications consultants, etc.), fees for other than normally required architectural, structural,
mechanical, electrical and civil engineering services and the Basic Services hereinbefore defined, shall be
reimbursable.
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ARTICLE VI
PAYMENTS TO THE ARCHITECT
6.01 Basic Services. Payments on account of Architect's Basic Services shall be made monthly in
proportion to the degree of completion of each subphase, but not to exceed the following percentages of the
respective fees at the completion and approval of each subphase of the work:
I. FEE APPORTIONMENT BY PHASE
(a) Design Phase
(b) Construction Document Phase
(c) Bid Phase
(d) Construction Phase
TOTAL SERVICES
$ 81,000.00
$139,320.00
$ 6,480.00
$ 97,200.00
$324,000.00
As to the Construction Phase fee apportionment of $97,200.00, Architect shall invoice for equal monthly
payments based upon the contractually stipulated Construction Period.
6.02 Reimbursable Expenses and Additional Services. Payments for authorized Reimbursable Expenses
and Additional Services for Architect, as hereinbefore referred to, shall be made following presentation,
review and approval of Architect's detailed invoice in triplicate.
6.03 Deductions. No deductions shall be made from Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Contractors.
6.04 Additions. No additions shall be made to Architect's compensation based upon Project construction
claims, whether paid by City or denied.
6.05 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.
6.06 Invoices. Architect's invoices to City shall provide complete information and documentation to
substantiate Architect's charges, and shall be in a form to be specified by Director. All payments to Architect
shall be made on the basis of the invoices submitted by Architect and approved by Director. Such invoices
shall conform to the schedule of services and costs in connection therewith set out hereinabove. All
Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by Director,
Architect shall comply promptly with such request. In this regard, should Director determine it necessary,
Architect shall make all records and books relating to this Contract available to City for inspection and
auditing purposes.
6.07 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 Contract.
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
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entitled to receive interest on payments which are late because ofa good faith dispute between Architect and
City or because of amounts which City has a right to withhold under this Contract or state law.
6.08 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 VII
ARCHITECT'S ACCOUNTING RECORDS
7.01 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 VIII
TERMINATION AND DEFAULT
8.01 Terminat ion. In connection with the work outlined in this Contract, it is agreed and fully understood
by Architect that Director may cancel or indefmitely 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 Contract shall cease. Architect shall invoice City for all work satisfactorily completed and shall
be compensated in accordance with the terms of this Contract for all work accomplished prior to the receipt
of said notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, maps, cross
sections and other data, designs and work related to the Project shall become the property of City upon
termination of this Contract, and shall be promptly delivered to City in a reasonably organized form without
restriction on future use. Should City subsequently contract with a new architect for continuation of services
on the Project, Architect shall cooperate in providing information.
8.02 Default. Nothing contained in Section 8.01 above shall require City to pay for any work which is
unsatisfactory as determined by Director or which is not submitted in compliance with the terms of this
Contract. City shall not be required to make any payments to Architect when Architect is in default under
this Contract, 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 Contract.
ARTICLE IX
GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS;
CONTRACT ADMINISTRATION
9.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary General
Conditions to ALA 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.
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9.02 Contract Administration. This Contract shall be administered on behalf of City by its City
Manager, and Architect shall fully comply with any and all instructions from Director. Any dispute arising
hereunder shall be submitted to Director, whose decision in the matter shall be final and binding.
ARTICLE X
RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE
10.01 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.
10.02 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 Contract, or by any negligent act or omission of Architect, his officers,
agents, associates, employees or subconsultants, in the performance of this Contract; 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.
10.03 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, regardless of whether or not City is
proven to have actively induced or contributed to the infringement. 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) IfArchitect defends City against such cl aims, 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) 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
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permit Architect, at Architect's option and expense, either to procure the right for
City to continue using the designs, plans or specifications or to replace or modify
the same so that they become non - infringing; and if neither of the foregoing
alternatives is available on terms which are reasonable in Architect's judgment,
City, to the extent City is legally able to do so, will cease using the designs, plans
or specifications on written request of Architect, in which instance City has the sole
option to either require Architect to perform new design work at Architect's sole
expense, or to terminate this Contract.
(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 Contract 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.
10.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this
Contract the minimum professional liability insurance coverage in the amount of One Million Dollars
($1,000,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to
City.
City agrees to reimburse Architect and M/E/P Engineer only the actual cost to them for excess limit coverage
above $500,000.00.
10.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect,
Architect shall require each subconsultant performing work under this Contract to maintain during the term
of the Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in
Section 10.04 above, including the required provisions and additional policy conditions as shown below in
Section 10.06, unless specifically waived by the City Manager. 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 and that the Architect agrees to provide Workers' Compensation coverage for the subconsultants
and their employees.
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 Contract, 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.
10.06 Insurance Policy Endorsements. Each insurance policy under paragraph 10.04 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:
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(2) Companies issuing the insurance policies shall have no recourse against City for payment
of any premiums or assessments for any deductibles which all are at the sole responsibility
and risk of Architect.
(3)
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.
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 ofthe City of Round
Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held
by City, to any such future coverage, or to City's Self - Insured Retentions ofwhatevernature.
10.07 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.
ARTICLE XI
COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC.
11.01 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.
11.02 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 ofthe Texas Limited
Sales, Excise, and Use Tax Act.
ARTICLE XH
TERM
12.01 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 Contract shall be from the date hereof until
final completion of the Project and all architectural/engineering and construction administration services in
connection therewith, including the final one (1) year warranty inspection, and resolution of any outstanding
Project - related claims or disputes.
12.02 Project Performance Schedule. Architect understands that the Project Performance Schedule is
of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services
15
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 XIII
FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY
13.01 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.
13.02 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 XIV
GENERAL PROVISIONS
14.01 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 Contract within the agreed Project
Performance Schedule will constitute a material breach of this Contract. Architect shall be fully responsible
for its delays or for failures to use his best efforts in accordance with the terms of this Contract. 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.
14.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Contract 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.
14.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Contract. Architect shall not assign, sublet or
transfer any interest in this Contract without prior written authorization of City's Director.
14.04 Amendments. This Contract, representing the entire agreement between the parties, may only be
amended or supplemented by mutual agreement of the parties hereto in writing.
14.05 Enforcement and Venue. This Contract 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 Contract
shall be governed by and construed in accordance with the laws and court decisions of the State of Texas.
14.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows:
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City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
and to:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, Texas 78644
All notices and correspondence from City to Architect shall be mailed or delivered to the Architect
as follows:
Bayard "Bo" M. Spencer III
Spencer Godfrey Architects
1106 South Mays, Suite -R.8
Round Rock, Texas 78664
IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its
corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No.
R-03- 00 -13- 13P10 approved by the City Council on FE .1//1 /3 o7o0 3 , and Spencer
Godfrey Architects, signing by and through its duly authorized representativ thereby binding the parties
hereto, their successors, assigns and representatives for the faithful and full performance of the terms and
provisions of this Contract.
ATTEST:
Christine R. Martinez, City Secretary
By:
CITY OF ROUND ROCK, TE
17
axwe , Mayor
THE TEXAS BOARD OF ARCHITECTURAL EXAMINERS, P.O. BOX 12337, AUSTIN, TEXAS 78711-
2337 OR 333 GUADALUPE, SUITE 2 -350, AUSTIN, TEXAS 78701 -3942, TELEPHONE (512) 305 -9000,
HAS JURISDICTION OVER INDIVIDUALS LICENSED UNDER THE ARCHITECTS' REGISTRATION
LAW, TEXAS CIVIL STATUTES, ARTICLE 249a.