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R-03-02-27-9F1 - 2/27/2003Mayor Nyle Maxwell Mayor Pro-tem Tom Nielson Council Members Alan McGraw Carne Pitt Scot Knight Isabel Gallahan Gary Coe City Manager Jim Nuse City Attorney Stephan L Sheets ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. March 11, 2003 Dear Mr. Moman: Mr. John S. Moman, AIA, Principal Moman Architects ' 309 West Main Street, Suite 120 Round Rock, TX 78664 The Round Rock City Council approved Resolution No. R- 03- 02 -27- 9F1 at their regularly scheduled meeting on February 27, 2003. This resolution approves the agreement and Supplemental Agreement No. 1 for the Old Settlers Park at Palm Valley Soccer Improvements Project. Enclosed is a copy of the resolution and original agreement for your files. If you have any questions, please do not hesitate to contact James Hemenes at 341 -3345. S' cerely, Christine R. Martinez City Secretary Enclosure CITY OF ROUND ROCK Administrative Dept • zzt East Main Street • Round Rock. Texas 78664 Phone- 512 218 5.400 • Fax 512 218.7097 • www a round - rock.tx uS 0 \odox \RESOL0T1 \R30227P1.MP0 /0C RESOLUTION NO. R- 03- 02- 27 -9F1 WHEREAS, the City of Round Rock desires to retain professional architectural services for the Old Settlers Park at Palm Valley Soccer Improvements Project, and WHEREAS, Moman Architects has submitted a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services ( "Agreement "), and Supplemental Agreement No. 1 to provide said services, and WHEREAS, the City Council desires to enter into said Agreement, and Supplemental Agreement No. 1 with Moman Architects, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services ( "Agreement "), and Supplemental Agreement No. 1 with Moman Architects for the Old Settlers Park at Palm Valley Soccer Improvements Project, a copy of said Agreement, and Supplemental Agreement No. 1 being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted AT .EST: CHRISTINE R. MARTINEZ, City Secreta 2 ELL, Mayor City of Round Rock, Texas upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 27th day of February, 2003. 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 American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without wntten permission of the AIA violates the copyright laws of the United Slates 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 (In words, indicate day, month and year) BETWEEN Architect's client identified as Owner: (Name, address and other informarron) City of Round Rock 221 East Main Street Round Rock, Williamson and Travis Counties, Texas, 78664 AIA Document B141 -1997 1997 Edition - Electronic Format ( ) day of the month of in the year Two Thousand Three. AIA DOCUMENT 6141 - STANDARD FORM AGREEMENT- 1997 EDITION - A1A - COPYRIGHT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 -5292. WARNING. Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. o WA, oxICORRIgnAgenenn00..16 wrwk b 1 EXHIBIT uAn Electronic Format BI41 -1997 Page #I 5 and Architect: (Name, address and other information) Moman Architects 309 West Main Street, Suite 120 Round Rock, Texas 78664 For the following Project: (Include detailed description of Project) Complete professional design services (including architectural, mechanical/electrical/plumbing, and structural) related to construction of the following: concession/toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park. 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 disposuionforthefol /owing items by inserting the requested information or a statement such as "not applicable, ""unknown at time of execution or "to be determined toter by mutual agreement.'9 Architect shall furnish the aforementioned services for Schematic Design, Design Development, Construction Documents Bidding/Negotiation, and Construction Administration phases for the referenced Project Owner's Public Works Department will perform the civil engineering and Owner's Parks Department will perform the landscape design. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (/dent fy or describe, if appropriate, proposed use or goals.) Support facilities for recreational areas. 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent informat ion, such osgeotechnicat reports about the site) 1.1.23 Owner's Program is: (Identify documentation or state the manner in which the program will be developed.) Complete professional design services (including architectural. mechanical/electrical/plumbing, and structural) related to construction of the following: concession/toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park. Schematic Design Phase Architectural $ 2,000.00 Moman Architects, Inc. MEP 700.00 Hendrix Consulting Engineers Structural 467.50 Fisher Hagood, Inc. Subtotal $ 3,237.50 Design Development Phase Architectural $ 3,000.00 Moman Architects, Inc. MEP 1.155.00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc. Subtotal $ 4,856.25 Construction Documents Phase Architectural $11,000.00 Moman Architects, Inc. MEP 4 235.00 Hendrix Consulting Engineers Structural 2.571.25 Fisher Hagood, Inc. Subtotal $17,80625 2 Bidding/Negotiation Phase Architectural $ 1,000.00 Moman Architects, Inc. MEP 385.00 Hendrix Consulting Engineers Structural 233.75 Fisher Hagood, Inc. Subtotal $ 1,61835 Construction Administration Phase Architectural $ 3,000.00 Moman Architects, Inc. MEP 1 155 00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc. Subtotal $ 4,856.25 Reimbursable Maximum $ 5,000 00 TOTAL $37,375.00 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site) 1.1.2.5 The financial parameters are as follows. .1 Architect's total compensation for services hereunder shall not exceed the sum of $32,375.00, plus authorized reimbursable expenses in an amount not to exceed $5,000 00. Customary reimbursable expenses include travel co ies ,roductions .resentations tel hone .. tal or courier services and all other similar ex - ses .2 Amount of Owner's budget for the Cost of the Work, excluding Architect's compensation, is: Not determined. 1.1.2.6 The time parameters are: (Identify if appropriate, milestone dates, durations orfast track scheduling) Completion not later than forty -two (42) consecutive weeks from date of execution of this Agreement 1.1.2.7 The proposed procurement or delivery method for the Project is: ((denl method such as competitive bid, negotiated contract, or construction management.) Professional services will be engaged by negotiated contract. General contractor for construction will be selected by statutorily- allowable delivery method. 1.1.2.8 Other parameters are: (Iden1( special characteristics or needs of the Project such as energy, environmental or historic preservation requirements) Unknown at this time. 1.13 PROJECT TEAM 1.13.1 Owners Designated Representative is: (List name, address and other information.) James Hemenes, RLA Parks and Recreation Department City of Round Rock 605 Palm Valley Boulevard Round Rock, Texas 78664 1.13.2 The persons or entities, in addition to Owners Designated Representative, who are required to review Architect's submittals to Owner are: (List name, address and other information) 3 City Manager 221 East Main Street Round Rock, Texas 78664 1.133 Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address) Not selected at this time. 1.13.4 Architect's Designated Representative is: (List name. address and other Information) John S. Moman, AIA, Principal Moman Architects 309 West Main Street, Suite 120 Round Rock, Texas 78664 1.13.5 The consultants retained at Architect's expense are: (List dseiphne and. if known, identify them by name and address) MEPHendrix Consulting Engineers Structural Fisher Hagood, Inc. 1.1.4 Other important initial information is: 1.15 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition ofAIA Document A201. .. d an of tl.., dat...,fdl;� Ayl.,.,n,.,.d o. ,>, 6,I1.,.., as modified between Owner and Contractor. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by Owner and Architect in determining Architect's compensation. B.,th pa, G.a, in,........, I....,x■■.... d..,t au..h ;L um., ;...n. a,ay .,L,,,,b,, a. d, L. d...t uvu.l, O..o.,....I,} ,.,h ;t...,. shall n..a.,li..t.. aptnvp, aaba :atc a. ;o .,..L..dal. wn.p...Iaal:u.. a„d Cl.a„ .. $ .,. :.. a.....ndan.... Pa.a ail. 1.3.3. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $32,375 00 plus authorized reimbursable expenses in an amount not to exceed $5,000.00 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement Both parties shall endeavor to maintain good working relationships among all members of the Project team 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. Owner shall furnish to Architect, within fifteen (15 ) days after receipt of a written request, information necessary and relevant for Architect to evaluate, give notice of or enforce lien rights. 1.2.2.2 gwu.,auu uml.,.we m awlwa., th., V ..Iau b uag�t , eta. p.■ Iv11 of tlI o,. .apa. u .ag .,na.Ia ., VIa... .+wp.. a, yu Owner shall establish and periodically update the budget for the Project. 1.2.2.3 Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Owner's behalf with respect to the Project. Owner or Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Architect in order to avoid unreasonable delay in the orderly and sequential progress of Architect's services. 4 1.2.2.4 Owner shall fumish the services of consultants other than those designated in Paragraph 1.1.3 or authorize Architect to furnish them as a Change in Services when such services are requested by 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 Owner shall furnish or pay for tests inspections and reports required bylaw 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 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 Owner's needs and interests. 1.2.2.7 0..,.... Each party shall provide prompt written notice to the A...ldt....t other if Owner either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in 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 givine, as required, topography, grades and lines of streets alleys, pavements and adjoining property; rights -of -way, restrictions easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the sites, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, nits. reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included by Architect in the specifications for the Project. 1.2.2.10 Owner will provide Architect with miscellaneous items such as the Project Facility Program, two (2) copies of the 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 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 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Architect shall submit for Owner's approval a schedule for the performance of Architect's services which initially shall be consistent with the time periods established in Subparagraph I. 1.2.6 and which shall may be adjusted, if necessary and approved by Owner, as the Project proceeds. This schedule shall include allowances forperiods of time required for Owner's review, for the performance of Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Timelimits established by this schedule approved by Owner shall not, except for reasonable cause, be exceeded by Architect or Owner. 1.2.33 Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's behalf with respect to the Project. 1.23.4 Architect shall maintain the confidentiality of information specifically designated as confidential by Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent Architect from establishing a claim or defense in an adjudicatory proceeding. Architect shall require of Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by Owner. 1.23.5 Except with Owner's knowledge and consent, Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise Architect's professional judgment with respect to this Project. 1.23.6 Architect shall review laws, codes, and regulations applicable to Architect's services. Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. 5 1.2.3.7 Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by Owner. Each party shall provide prompt written notice to then..,, , other ifA “.t.ih,.,t either becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 13 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 13.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by Architect. 13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by Owner and equipment designed, specified, selected or specially provided for by Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus u ulh.w f. d,„ for Contractor's overhead and profit. u, u.wwa.t ..,,ap,t.u, at g 13.13 The Cost of the Work does not include the compensation of Architect and Architect's consultants, the costs of the land, rights -of -way and financing or other costs that are the responsibility of Owner. 13.2 INSTRUMENTS OF SERVICE • 13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by Architect and Architect's consultants are Instruments of Service for use solely with respect to this Project ,.}L I aw, sL,wto.y ,...d .,tt.,. ,w.., , L,,.lud;s ..opya,t, . Owner acknowledges Architect's construction documents are instruments of professional service. Nevertheless the plans and specifications prepared under this Agreement shall become the property of Owner upon completion of the work and payment in full of all monies due to Architect. Until completion of construction, as to the particular Project for which the plans and specifications are designed, Owner may not make any modifications to same without the express written authorization of Architect. However, at any time after completion of construction as to the ,articular Project for which the bans and - ifications were desi_ned Owner ma reuse or make an modifications to the plans and specifications without the prior written authorization of Architect Owner agrees not to use the plans and specifications designed by Architect for a particular Proiect to design or construct other similar proiects Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect harmless from any claim, liability or cost (including reasonable attorneys' fees) arising out of any unauthorized reuse or modification of the construction documents by Owner or any person or entity that acquires or obtains the plans and specifications from or through Owner without the written authorization of Architect. 13.2.2 Upon execution of this Agtcx,went, Architect grants to Owner permission to reproduce Architect's Instruments of Service safely for purposes of constructing, using and maintaining the Project, provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. Architect shall obtain siinilar permission from Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, Owner shall refrain from making furthcrrcproductions oflnstmments of Serviceand shall retum to Architect within seven daysofterrnination all originals and reproductions in Owner's possession or control. If and upon the date Architect is adjudged in default of this Agreement, ,. . x.,.b , d... 1w, y,,.,....,,., d,...,.. ....lu,;v.. G „g 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. 13.23 C...,,. ptf.tl,.,L, pata g. ..p1,1.3.2.2,..,,,,d,.,.L..,.,. ,,,gLt ,L„IIL..d.,..,,,.,.l K . w,t...i,,.,,o Owner shall not assign, delegate, sublicense, pledge or otherwise transfer anylk.,,.,.permission granted herein to another party without the prior written agreement of Architect. However, Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work L G.....t,.. situ d ;.. Su pw..g.,.ph 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 g permitted. g mA .l�L..�oneh,.,,t„�p�Ll:,.at;., .,d..,o .,fd.,, .,.d.: Lt,.,fA.,.l.;a..tw,d shall e.,t..,,, tL., L.,t. t,,,CS.., .:.... f �� f t..,...,dd :6,,,, It y C t tl' I1 j t d,.. p.: v....; tt.,,. ., w.d A...lAt....C, ..o.,,�tl,.,,b Any unauthorized use of the Instruments of Service shall be at Owners sole risk and without liability to Architect and Architect's consultants. 6 13.2.4 Prior to Architect providing to Owner any Instruments of Service in electronic form or Owner providing to Architect any electronic data for incorporation into the Instruments of Service, Owner and Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Serviceor electronic data, including any special limitations u, I: .,,,, not otherwise provided in this Agreement. 13_2.5 All plans and drawings will be prepared and submitted by Architect to Owner for approval on a minimum 24 -inch by 36 -inch or maximum 32 -inch by 42 -inch drafting sheet, with all lettering processed in ink or pencil and clearly legible when the sheets are reproduced and reduced to half size. 13.2.6 Upon completion of the construction of the Project, Architect shall, within thirty (30) calendar days following final inspection, deliver to Owner the reproducible Record Drawings and Record Specifications as described supplementally herein. In addition, Architect shall submit originals of all documents listed under Section 1.3.2.1 modified to record conditions provided by the contractor 13.2.7 Architect shall have no liability for changes made to the drawings by other architects subsequent to the completion of the Project. Any such change shall be sealed by the architect making that change and shall be appropriately marked to reflect what was changed or modified. 133 CHANGE IN SERVICES 133.1 Change in Services of Architect, including services required of Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing,if,.. b ..:,..u.,.�L,,....s yuadA,,,l „t,ul,La fA,.L,M.t aa,.,.,.v,a,,a J aaU WW1 L d ,aS ULPa,ag,ap 1 .7.3.2. 11). d1,. ah5wwufa,0 tua ab,,.,a,,.a,l L, nut: „b, A,,. 0 .t a 10 u,. II ,,, ■ y O.., pat.. w pa,. ; J ; as au. „ l, a V 6na. If 0 011,4 ....,s t all a, a pat t f au,.h Cha„ b„ . 5 ..,. : ..,., : au „t,.yu,. »p tw, u .,,,. u t o ., • t P, u.; J ., d ,,,b.. J.a .,,.a. All? f, a l J l tl f It f A 1 ' t t, Cl s S • f A I ' t • t 1 11 d u b,aP„ ,.., ✓.e auu r 0,0b,uP„ ,. • • It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $32,375.00 plus authorized reimbursable expenses in an amount not to exceed $5,000.00 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. 133.2 If any of the following circumstances affect Architect's services for the Project, Architect shall be entitled to an appropriate adjustment in Architect's schedule and compensation. .1 change in the instructions or approvals given by Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; .3 decisions of Owner not rendered in a timely manner, .4 significant change in the Project including, but not limited to, size, quality, complexity, Owner's schedule or budget, or procurement method; .5 failure of performance on the part of Owner or Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where Architect is party thereto; .7 change m the information contained in Article 1.1. 7 1.3.4 MEDIATION 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation ,.Ja;v,. pi ......k „l iv., ; Lat : v„ L ,at ta : WLl.. 1„ ..1' y L '0 pa y . If such matter relates to or is the subject of a lien arising out of Architect's services, Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation,,, L ,..bih,J:r. 13.4.2 Owner and Architect shall endeavor to resolveclaims, disputes and other matters in question between them by mediation V I, VIII I.44 141141 4.4 VIVI ua lly ag,w v a vN uw .11 0, la..l.vun n aul.v„ u rua3l1y fItemnvu ca RUr yr i . Request for mediation shall be filed in writing with the other party to this Ag,wwcnt a.,J ..;d, 6 hh. A,,,w:wa, A.L:b ,,,:v„ A aw..:a,:vn. TL.,.., ....t ,..ay L ...na J 1...v,,..u.,u..11y w.;d. 1 GI;ug o f a a.L a.at mediation shall proceed in advance of a,L;L„Gvu yr legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 13.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 13.5 ARBITRATION 13.5.1 A„ y ,.l..L,,, d:apat, v1 vd1..1,1,,t1., L, yu,01k 1 a1:z:ng va of v,1.,14t.d tv th. Agt.,,.111,,,t �Lall L aubjwl tv a L 1at;v,1. P,:v, 1, a,La.at:vu th. pal .:., shall 1.,.Jw,wv, to by ins.ilLitimi in a,,,.v1J,a,,.,, with Para 1.3.4. y al vw auvn 1, UV wa ¢w pal M yu,a,.v„ vwww,. n.,, pa. uaa mat a,. ,,v1,sv ww v „mwmq ag.1.v v a......, , P1' w.� .y rr V 41 431.1 mlemg V v, 31, a mg w ng,w.m..,, o m, v, oy ..vuom,nalmum yvinaw v III ary vw w 1 41 0 1 , 1 ! a dd r b u„a l p.1a.m.o .uli1y e t a pa, g,....,,,,.,1 t, pl t y w,: 1.A.414,4 ,V /11 11171118 aapw; f ,.,1 .,e ag,..wu..nt W a,b,Lal., and vtL1.. ag w.nw.l.ly a, Gtm,., WI a„ add;Lvval pw.,an v, ..,.lay 13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES mt. a,.t.w, L, wapuo.v, 2.mw u,1 !2. my IA. ,sv, , 1 „v1 „au, , a .ala, vw glwwwu amu uv a pww,.auy ..m vl..wauw n141.w1uau..,..vs I 41/1/ V.. mw w any w411r uawu,g ,u.1 m141.14 1. .3.5.5TL,. aria, J , w,d1dt t1..,L1ha1,. 1a, L 1ha l s.111a1I1 t,,a1,e,dyn, Iglu .nt may b.sax t..deyvn ita,aw1Ja1 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. Architect and 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. 8 u wn,w, 13.7 MISCELLANEOUS PROVISIONS 13.7.1 This Agreement shall be govemedbyth ucs� ftl. A, S t t� „h,,�tL ,.., gy, .;J d g,.,pL 1.4.2 laws of the state of Texas, and venue shall lie in Williamson County, Texas. 13.7.2 Terns in this Agreement shall have the samemeaning as those in the edition ofAIA DocumentA201, General Conditions of the Contract for Construction, Lott ....t aa .,f th.. d..t..,f dd, A as modified between Owner and Contractor. 13.73 Causes of action between the parties to this Agreementpertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when Architect's services are substantially completed. 13.7.4 To the extent damages are covered by property insurance during construction, Owner and 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„t„ of IL:, A as modified between Owner and Contractor. Owner or 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 Owner or Architect. 13.7.6 Unless otherwise provided in this Agreement, Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 13.7.7 Architect shall have the right to include photographic or artistic representations of the design of the Project among Architect's promotional and professional materials. Architect shall be given reasonable access to the completed Project to make such representations. However, Architect's materials shall not include Owner's confidential or proprietary information if Owner has previously advised Architect in writing of the specific information considered by Owner to be confidential or proprietary. Owner shall provide professional credit for Architect in Owner's promotional materials for the Project 13.7.8 If Owner requests Architect to execute certificates, the proposed language of such certificates shall be submitted to Architect for review at least fourteen (14) days prior to the requested dates of execution. Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 13.7.9 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 Owner nor Architect shall assign this Agreement without the written consent of the other, except that Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume Owner's rights and obligations under this Agreement. Architect shall execute all consents reasonably required to facilitate such assignment. 13.8 TERMINATION OR SUSPENSION 13.8.1 If Owner fails to make payments to Architect in accordance with this Agreement, such failure shall may be considered substantial nonperfonnanceand li.,, , etA,.. ha.. f,., pliv, ycausefor suspension ofperformanceofservices under this Agreement. If Architect elects to suspend services, prior to suspension of services, Architect shall giveseven fifteen ail days' written notice to Owner. In the event of a suspension of services, Architect shall have no liability to Owner for delay or damage caused Owner because of such suspension of services. Before resuming services, Architect shall be paid all non - disputed sums due prior to suspension. ani .,, .npu.,.a :,,.,,...J- irrthe i..t ....,,pG.,., .,..J .,,Yt .,f A , ..La....t' Architect's fees for the remaining services and the time schedules shall be equitably adjusted.lt is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $32375.00 plus authorized reimbursable expenses in an amount not to exceed $5,000.00 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by Supplemental Agtu auent hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. 9 13.8.21f th F, vt ;,,u,p „J d by 0..,,,.1 f ,,,v,,, than tI ty (30) vv,,, of v day,, A,vh;6n.l,hall tL„",,h..J,.Iw� hall L....yu:taLiy . 13.83 If the Project is suspended or Architect's services are suspended for more than ninety (90) consecutive days, Architect may terminate this Agreement by giving not less than seven (7) days' written notice. 13.8.4 This Agreement may be terminated by either party upon notless than seven (7) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the partyinitiating the termination. 1.3.8.5 This Agreement may be terminated by Owner upon not less than seven (7) days' written notice to Architect for Owner's convenience and without cause. 13.8.6 In the event of termination not the fault of Architect, Architect shall be compensated for services performed prior to temrinat ion, togetherwith ReimbursableExpenses then due. 13.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable 10 tennination for which Architect is nototherwisecompensated. pke.,,,,,,,,vv,df .A,,,h;lu.t'pan kip, LJP,vf! 13.8.8 In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon seven (7) 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. 13.83 Nothing contained in Section 1.3.8.2 immediately above shall require Ownerto for anywork which is unsatisfactory as determined by Owner's representative or which is not submitted in compliance with the terms of thisAgreement. 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. 13.9 PAYMENTS TO ARCHITECT 13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of Architect's statement of services. No deductions shall be made from 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 Architect has been adjudged to be liable. 13.9.2 Reimbursable Expenses, in an amount not to exceed $5,000.00, are in addition to compensation for Architect's services and include expenses incurred by Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications; 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; 10 .6 p.,,f �:�„aI l l t a . l' "b , y aws J by ..a., L. n ,, „ f that „v.muliy ,.a.d..J by A,..ha.,,,t w,J A,,.Idt..,,t'. .7 reimbursable expenses as designated in Paragraph 1.5.5.; .8 other similar direct Project related expenditures. 1.3.93 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or amultiple of Direct Personnel Expense shall be available to Owner or Owner's authorized representative at mutually convenient times. 13.9.4 Direct Personnel Expense is defined as the direct salaries of Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrumcnt 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. ARTICLE 1.5 COMPENSATION wr o.,..,,..a uw. (List other documents, ifan); delineating Architect's scope of services) 1.4.13 Other documents as follows: ( List other documents, if any, forming part of the Agreement) "Supplemental Agreement No 1" supplementing Standard Form of Agreement Between Ownemd Architect with Standard Form of Architect's Services, AIA Document B141 -1997. 1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows: The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provides that it is a violation of the ADAITAS to design and construct a facility for first occupancy later than January 26. 1993, that does not meet the accessibility and usability requirements of the ADA!FAS except when: an entity can demonstrate that it is structurally impractical to meet such requirements. Architect will use his or her reasonable professional efforts to interpret applicableADA )TAS requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Proiect. 1.5.1 For Architect's services as described under Article 1.4, compensation shall be computed as follows: Architect's total compensation for services hereunder shall not exceed the sum of $32,375.00, plus authorized reimbursable expenses in an amount not to exceed $5,000.00, which sum shall include such items as travel, copies, reproductions, presentations, telephone, postal or courier services, and other similar expenses. 1.5.2 If the services ofArchitect are changed as described in Subparagraph 1.3.3.1, Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below , (Insert basis ofcompensalion, including rates and multtplesof Direct Personnel ErpenseforPrincipafrand employees, and idenl &Principals and classes employees, if required. Identify specific services to which particular methods of compensation apply) 11 I- -1999; oras•follows:: 1.53 Fora Change in Services of Architect's consultants, compensation shall be computed as a multiple ofone (1.00) times the amounts billed to 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 Architect, and Architect's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1.5.6 The rates and multiples for services of Architect and Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 13.7 An initial payment of Zero and No /I00 Dollars ($00.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It ah,.tl at G.,ul Fnyu,..at. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable thirty (30) days from the date of 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 (601 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 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 andelsewheremayaffect the validityof this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers) ,,twt, ..ntwa,.n, 4 A,.Ldwt n sv, .,..w b..r,,.,d tl,al h ma.. a . This Agreement entered into as of the day and year first written above. OWNER ARCHITECT CITY OF ROUND ROCK, TEXAS ATTEST By: Christine R. Martinez, City Secretary 12 MOMAN ARCIIITECTS By: By: Nyle Maxwell, Mayor John S. Moman, AIA, Principal THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON SUPPLEMENTAL AGREEMENT NO. 1 KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997 for the following Project: Complete professional design services (including architectural, mechanical /electrical/plumbing, and structural) related to construction of the following: concession/toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park, all as are more specifically identified and described in the accompanying AIA Document B141-1997. This Supplemental Agreement No. 1 is made and entered into as of the day of , 2003, and is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or "Owner") and MOMAN ARCHITECTS, with offices located at309 West Main Street, Suite 120, Round Rock, Texas, 78664 (hereinafter referred to as "Architect "). oa. m.\coxa+pn8ma r000so76o wrdjtg WITNESSETH: WHEREAS, City intends to design and construct the Project described in the accompanying AIA Document B 141 -1997. Architect's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect's services under this Supplemental Agreement No. 1 are as recited therein. WHEREAS, City desires to contract with Architect for provision of the therein- described services in connection with the Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, Architect has agreed to provide such professional services for the compensation delineated therein; NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions contained in the accompanying AIA Document B141 -1997 that this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services for the Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: Complete professional design services (including architectural, mechanical /electrical /plumbing, and structural) related to construction of the following: concession/toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park. Schematic Design Phase Architectural $ 2,000.00 Moman Architects, Inc. MEP 700.00 Hendrix Consulting Engineers Structural 467.50 Fisher Hagood, Inc. Subtotal $ 3,237.50 Design Development Phase Architectural $ 3,000.00 Moman Architects, Inc. MEP 1.155.00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc. Subtotal $ 4,856.25 Construction Documents Phase Architectural $11,000.00 Moman Architects, Inc. MEP 4,235.00 Hendrix Consulting Engineers Structural 2,571.25 Fisher Hagood, Inc. Subtotal $17,806.25 Bidding/Negotiation Phase Architectural $ 1,000.00 Moman Architects, Inc. MEP 385.00 Hendrix Consulting Engineers Structural 233.75 Fisher Hagood, Inc. Subtotal $ 1,618.75 Construction Administration Phase Architectural $ 3,000.00 Moman Architects, Inc. MEP 1,155.00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc. Subtotal $ 4,856.25 Reimbursable Maximum $ 5,000.00 TOTAL $37,375.00 2 Unless subsequently changed by additional Supplemental Agreement'to this Agreement, duly authorized by City Council Resolution, Architect's total compensation for services hereunder shall not exceed $32,375.00, plus Reimbursable Expenses up to a limit of $5,000.00. These amounts represent the absolute limit of City's liability to Architect hereunder unless same shall be changed by additional Supplemental Agreement hereto. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the services described below, and include complete architectural services and complete structural, mechanical, and electrical services, and such other services as may be necessary to assist City in the design of the Project, within the limits City has budgeted or will budget therefor, and in compliance with the Project Facility Program, which is hereby made a part of this Agreement for all purposes. Architect agrees that upon execution of this Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified, delineating their respective tasks. All of Architect's consultants shall be subject to the approval of City through its Director of Public Works, and City reserves the right to reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and acceptable to City, represented by its Director of Public Works or his designee, hereinafter referred to as "Director." A Performance Schedule shall be agreed to by Architect and Director, and Architect agrees to use best professional efforts to complete all services hereunder in accordance with such Performance Schedule. 2.02 Construction Documents Phase. Architect shall provide the following construction documents phase services: (1) Architect shall prepare from the approved Design Development Documents, for consideration of and approval by the Director, Construction Documents, which documents shall set forth in detail the requirements of the Project, including the necessary bidding information. Architect shall assist City in preparation of the Bidding Forms, shall utilize without modification City's standard General and Supplementary General Conditions, and shall draft all Special Conditions of the Contract. City's standard form of Contract between City and the Contractor shall also be utilized without modification, along with City's form of Bid Bond, Performance Bond and Payment Bond. (2) Architect shall furnish City in writing a revised Statement of Probable Construction Cost, indicating cost changes resulting from changes in Project requirements or general market conditions, in a form acceptable to the Director. (3) Architect shall file five (5) complete sets of proposed Construction Documents with the Director for review and official approval prior to the advertisement of bids for the construction of the Project, and within the agreed Performance Schedule following approval of the Design Development Documents. Following approval, Architect shall prepare and 3 have on hand additional sets as needed for bidding purposes. Architect shall also file with the Director at said time, the following items: (a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This tracing shall be returned to Architect to print contract documents when the signatures of City officials have been properly affixed). (b) (c) Two (2) copies of Statement of Probable Construction Cost in a form acceptable to City. Four (4) unbound copies of the approved Project Construction Manual for subsequent binding with signed construction contracts. The Project Construction Manual shall include General and Supplementary General Conditions; Specifications and Special Provisions; Advertisement, Instructions to Bidders and Bid Proposal Form; City's Bid Bond, Contract, Performance and Payment Bond Forms; approved Wage Rates; Federal regulations if applicable to the Project; and other required documents for construction of the Project. 2.03 Bidding Phase. Architect shall provide the following bidding phase services: (1) Following City's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, Architect shall assist City in awarding a construction contract following legal public bid requirements. During the bid process, Architect shall assist City as follows: (a) Issue and control of documents for bidding. (b) Jointly conducting pre -bid conferences, including on -site visits as required, to endeavor to assure that bidders understand the Construction Documents, the various on -site conditions, and the coordination and scheduling requirements. (c) Preparation of required addenda to Contract Documents. (d) Tabulation and evaluation of bids received. (e) Jointly conducting pre -award conferences where necessary. (2) Architect's assistance to City shall include submitting written reviews and recommendations for awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents. 4 2.04 Construction Phase - Administration of the Construction Contract(s). Architect shall provide the following construction phase - administration of the construction contract(s) services: (1) The Construction Phase will commence with the award of the Construction Contract and will terminate following the final one -year warranty inspection of the completed Project, correction of all defects in Project materials and workmanship, and resolution of all Project - related claims and disputes. During the Construction Phase, Architect shall provide the following services: (2) Architect shall provide administration of the Construction Contract as set forth in the Construction Documents, specifically the General and Supplementary General Conditions. Architect's assigned authority thereunder will not be substantially modified without Architect's written consent. (3) Architect, as a representative of City, shall advise and consult with the Director and will keep City informed in writing through him of the progress of the Project, including percent complete on a monthly basis, during the Construction Phase; and after issuance of the "work order" to proceed with the work, all of City's instructions to its Contractors will be issued through Architect. Architect will have authority to act on behalf of Owner only to the extent provided in this Agreement unless otherwise properly modified by written amendment. (4) Architect shall provide, during construction, adequate and competent on -site construction observation, periodically visiting the site to the extent necessary to personally familiarize himself with the progress and quality of the work, and to determine if the work is proceeding in accordance with the Contract Documents. Architect's site observations maybe conducted with Owner's designated representative to check conformance of the work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of work to be completed or corrected. Field Reports of each visit shall be prepared by Architect and submitted to City. Architect shall employ all reasonable measures to safeguard City against defects and deficiencies in the work of the Contractor. Architect shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the work. However, Architect will immediately inform the Director whenever defects and deficiencies in the work are observed, or when any observed actions or omissions are undertaken by the Contractor which are not in the best interests of City and the Project. (5) Based on such observations at the site and on the Contractor's Application and Certificate for Payment, Architect shall determine, monthly, the amount owing to the Contractor and shall certify and forward the Contractor's Application and Certificate for Payment to the Director for approval and payment. These certifications shall constitute a representation by Architect to City, based on observations at the site and other data comprising the application for 5 payment, that the work has progressed to the point indicated; that to the best of Architect's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning whole upon substantial completion, to the results of any subsequent tests required by the Contract Documents, to minor deviations from the Contract Documents correctable prior to Project completion, and to any specific qualifications stated in the Certificate); and that the Contractor is entitled to payment in the amount certified. (6) Architect shall recommend to City rejection of work which does not conform to the Contract Documents. Architect shall make recommendations on all claims and disputes of City or the Contractor relating to execution and progress of the work or interpretation of the Contract Documents, based upon such review and analysis by Architect as is reasonably required. In the event of litigation, where Architect is named as an additional party with City, such assistance will include the availability of knowledgeable witnesses in the employ ofArchitect for expert testimony. (7) Architect shall use his best efforts to promptly review and approve or reject shop drawings, product data and samples and other submissions of the Contractor for conformance only with the design concept of the Project and with the information given in the Contract Documents. Architect shall establish and implement precise procedures, to be approved by City's Director, for expediting the processing and approval of these submissions without delay. Prompt review by Architect of submissions is of prime importance to City and an absolute necessity under the time constraints of the Project. (8) Architect shall prepare Change Orders to the construction contract, in six (6) copies, after review and approval by City. Each Change Order shall be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. Architect's compensation for preparation of Change Orders, if any, shall be determined by Section 2.06(1) below. (9) Architect shall conduct a professional observation to determine the dates of substantial completion and final completion, shall receive written guarantees and related documents assembled by the Contractor for submittal with the final Certificate of Payment, and shall prepare and present a final Certificate for Payment to Director for City's approval and payment. In addition, Architect shall make a professional observation of the Project at least thirty (30) days before the expiration of the one (1) year warranty contained in the Contractor's Performance Bond. (10) Architect shall conduct regularly scheduled progress meetings with City, the Contractor and major Subcontractors. Minutes of same shall be prepared by Architect with copies submitted to City's Director. 6 (11) Architect shall have authority to order minor changes in the construction work, consistent with the Contract Documents, and not involving an adjustment in the Contractor's bid price or an extension of the Project Schedule. Such changes shall be accomplished by Field Order. In addition, Architect may issue written Field Orders which interpret the Plans and Specifications, with copies submitted to City's Director. (12) Architect shall assemble and deliver to City a set of reproducible Record Construction Drawings showing significant changes in the work during the construction process and final location of mechanical and electrical service lines and outlets, based upon marked -up prints of drawings and other data furnished by the Contractor to Architect. Architect shall provide Record Construction Specifications which will identify the changes in the specifications on a sheet, which sheet will be inserted at the beginning of each section to which they pertain. 2.05 Project Representation Beyond Basic Services. In the event that circumstances should develop whereby continuous, full -time representation at the Project site is required, the conditions under which such representation shall be furnished and the Project Representatives selected, employed and directed shall be governed by an additional written Supplemental Agreement between City and Architect. 2.06 Additional Services. Architect shall perform Additional Services, as requested by City, after a not -to- exceed amount has been mutually agreed upon in writing by the Director and Architect. Where City Council authorization is required, Architect shall not proceed until the appropriate Resolution for such Additional Services has been adopted. The following services are not covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by the Director in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by the City, unforeseen circumstances due to hidden or unknown conditions, or codes/ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget overruns in the work of Architect, City shall not be liable to compensate Architect for Additional Services or expenses in such connection. (2) Providing consultation concerning replacement of any Project work damaged by fire or other cause during construction, and furnishing professional services as required in connection with the replacement of such work, unless damage was the result of Architect's error. (3) Providing other extraordinary professional services over and above the Contract requirements, where required and requested by City, including extraordinary professional services which might result if the City decides to "fast- track" the Project. 7 ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding requirements for the Project. 3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work. 3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 3.04 Tests and inspections. City shall furnish, or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests; reports and inspections as required by law or the Contract Documents. 3.05 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by City and are not to be included by Architect in the Specifications for the Project. 3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as maybe necessary and practicable for the orderly and expeditious process of the work and the awarding of the Construction Contract. To the extent practicable, these documents shall be utilized in the preparation of the Construction Documents. ARTICLE IV PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: Basic Services $ 32,375.00 Reimbursables (not to exceed) $ 5,000.00 Total $ 37,325.00 8 4.02 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. 4.03 Additions. No additions shall be made to Architect's compensation based upon Project construction claims, whether paid by City or denied. 4.04 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned or suspended, in whole or in part, Architect is to be paid for services performed prior to receipt of written notice from City through its Director of such abandonment or suspension. 4.05 Invoices. Architect's invoices to City shall provide complete information and documentation to substantiate Architect's charges, and shall be in a form to be specified by the Director. All payments to Architect shall be made on the basis of the invoices submitted by Architect and approved by the Director. Such invoices shall conform to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by the Director, Architect shall comply promptly with such request. In this regard, should the Director determine it necessary, Architect shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. -4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and Additional Services and include actual expenditures made by Architects, their employees, or their consultants in the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized by the Director in advance. An allowance for Reimbursable Expenses not to exceed $5,000.00 is established as acondition of this Contract. When authorized in advance by City, the following shall be reimbursable: reasonable transportation and living expenses of principals and employees when traveling in connection with the Project outside of Williamson County, Texas, essential long distance calls and telegrams, fees paid for the securing of approval of authorities having jurisdiction over the Project, postage, and reproduction of Drawings and Specifications, excluding copies for Architect's office use and the required number of sets at each phase of the work for City's review. 9 ARTICLE V ARCHITECT'S ACCOUNTING RECORDS 5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining to the Project, and records of accounts between City and Architect, shall be kept on a generallyrecognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. ARTICLE VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that the Director may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by the Director or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect when Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE VII GENERAL SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary General Conditions to AIADocument A201, "General Conditions of the Contract for Construction," are to be used by Architect without modification; however, City may, upon prior consultation, approve of any changes that may be necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City will be included under the Special Conditions portion of the Construction Documents. 7.02 Contract Administration. This Agreement shall be administered on behalf of City by its Director of Public Works, and Architect shall fully comply with any and all instructions from the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision in the matter shall be final and binding. 10 ARTICLE VIII RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 8.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and competency ofDesigns, Working Drawings, Specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other documents prepared by Architect, its employees, subcontractors, agents and consultants. 8.02 Indemnification (Damage Claims). Architect agrees, to the fullest extent permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorney's fees) to the extent caused by Architect's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of his or her subconsultants or anyone for whom Architect is legally liable. Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attomey's fees) to the extent caused by Owner's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the Project the subject of this Agreement. 8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect, its employees, associates or subconsultants pursuant to this Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily. Architect shall pay any and all resulting costs, damages and attomey's fees finally awarded, provided that: (1) City promptly notifies Architect in writing of the claim; and (2) Architect has sole control of the defense and all related settlement negotiations. (a) If Architect defends City against such claims, the City Attorney shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that they become non - infringing; and if neither of the foregoing altematives 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 11 specifications on written request of Architect, in which instance City has the sole option to either require Architect to perform new design work at Architect's sole expense, or to terminate this Agreement. (c) Architect has no liability under this section for any claim of infringement based upon the modification or alteration of the designs, plans or specifications prepared under this Agreement subsequent to the Project by City, or by any engineering consultant subsequently employed by City. (d) The foregoing states the entire obligation of Architect with respect to infringement of patents and copyrights. (3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect include in any of the Designs, Plans and Specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the Contract. 8.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of Five Hundred - Thousand Dollars ($500,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 8.04 above, including the required provisions and additional policy conditions as shown below in Section 8.06. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non - renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 12 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. (3) The Term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self - Insured Retentions of whatever nature. 8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum coverage in force to be filed with the City. Such Certificates of Insurance are evidenced as Exhibit "A" herein entitled "Certificates of Insurance." ARTICLE IX COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 9.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 9.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE X TERM 10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by City's Director, the term of this Agreement shall be from the date of execution hereof until forty-two (42) consecutive weeks thereafter. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: 13 ARTICLE XI FINANCIAL INTEREST PROHIBITED. CONFIDENTIALITY ARTICLE XII GENERAL PROVISIONS 14 Completion of services not later than forty -two (42) consecutive weeks from date of execution hereof. Nothing recited herein shall be construed to prevent the negotiated renewal and/or extension of this Agreement by express written agreement of the parties. (2) Architect understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish services required under this Agreement in a professional manner. 11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the Project. 11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other documentation and work developed by Architect hereunder shall be kept confidential, and shall not be disclosed to any third parties without the prior written consent and approval of City's Director. 12.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any failure of Architect to complete the services for each phase of this Agreement within the agreed Project Performance Schedule may constitute a material breach of this Agreement. Architect shall be responsible for its delays or for failures to use professional efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Architect's failure to perform in these circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any of City's additional legal rights or remedies. 12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest herein without City's prior written authorization 12.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be amended or supplemented by mutual agreement of the parties hereto in writing. 12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 All notices and correspondence from City to Architect shall be mailed or delivered to the Architect as follows: John S. Moman, AIA Moman Architects 309 West Main Street, Suite 120 Round Rock, Texas 78664 IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No. approved by the City Council on and Moman Architects, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions of this Agreement. CITY OF ROUND ROCK ATTEST: By: Nyle Maxwell, Mayor MOMAN ARCHITECTS By: John S. Moman, AIA, Principal 15 Christine R. Martinez, City Secretary EXHIBIT "A" CERTIFICATES OF INSURANCE 16 DATE: February 21, 2003 SUBJECT: City Council Meeting — February 27, 2003 ITEM: 9.F.1. Consider a resolution authorizing the Mayor to execute a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, and Supplemental Agreement No. 1 with Momma Architects for the Old Settlers Park at Palm Valley Soccer Improvements Project. Resource: Sharon Prete, Parks and Recreation Director M. James Hemenes, RLA, ASLA, Park Planner History: The Old Settlers Park at Palm Valley (OSPV) Soccer Improvements is a project identified through the 2001 Bond Program and other needs assessments. After discussions with the leagues that utilize the soccer facilities at OSPV, it was determined that the greatest need is for a Restroom/Concession/Storage Facility. Another Restroom Facility is also included in this project. Its location will be at " the pavilion near the Virgil Rabb Playground. Funding: $420,000.00 Cost: $37,375.00 Source of funds: Capital Project Funds /2002 G.O. Bond Outside Resources: Moman Architects, Inc. Impact/Benefrt: This contract will provide for the planning, design, engineering, and construction management of the OSPV Soccer Improvements Project. Public Comment: N/A Sponsor: Parks and Recreation Department Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES BETWEEN Architect's client identified as Owner (Name, address and other information) City of Round Rock 221 East Main Street Round Rock, Williamson and Travis Counties, Texas, 78664 03 -Oa a7- 9j/ &t,,de, COwcgnsener,t(1rousm wrnyts AIA Document B141 -1997 1997 Edition - Electronic Format This document has important legal consequences. Consultation with an mltomcy is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ©1997 by The Amencan Institute of Architects Reproduction of the material herem 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. 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 rU16tf %y - 56VEnJ(2 ) day of the month of FEaellay in the year Two Thousand Three. (In wards, indicate day, month and year) AIA DOCUMENT B141-STANDARD FORM AGREEMENT- 1997 EDITION - AIA - COPYRIGHT 1997 -THE AMERICAN INSTITUTEOF ARCHITECTS, 1735 NEW YORK AVENUE N.W , WASHINGTON, D.0 20006 -5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format BI41 -1997 Page #1 1 and Architect: (Name, address and other information) Moman Architects 309 Wcst Main Street, Suitc 120 Round Rock, Texas 78664 For the following Project: (Include detailed description of Project) Complete professional design services (including architectural, mechanical /electrical /plumbing, and structural) related to construction of the following: concession/toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park. 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 drspositionforthefollowtng items bytnserting the requested information ora statement such as not applicable, " "unknown atttme of execution" or "to be determined later by mutual agreement. ) Architect shall furnish the aforementioned services for Schematic Design, Design Development, Construction Documents, Bidding/Negotiation, and Construction Administration phases for the referenced PmiecL Owner's Public Works Department will perform the civil engineering and Owner's Parks Department will perform the landscape design. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Identify or describe, if appropriate. proposed use or goals.) Support facilities for recreational areas. 1.1.2.2 The physical parameters are: (/dent fy or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site) 1.1.2.3 Owner's Program is: (Identify documentation or state the manner in which the program writ be developed.) Complete professional design services (including architectural, mechanical /electrical /plumbing, and structural) related to construction of the following: concession /toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park. Schematic Design Phase Architectural $ 2,000 00 Moman Architects, Inc. MEP 700.00 Hendrix Consulting Engineers Structural 467.50 Fisher Hagood, Inc. Subtotal $ 3.237.50 Design Development Phase Architectural $ 3,000.00 Moman Architects, Inc. MEP 1,155.00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc. Subtotal $ 4,856.25 Construction Documents Phase Architectural $11,000.00 Moman Architects, Inc. MEP 4,235.00 Hendrix Consulting Engineers Structural 2.571.25 Fisher Hagood, Inc. Subtotal $17,806.25 2 Bidding/Negotiation Phase Architectural $1,00000 Moman Architects, Inc. MEP 385.00 Hendrix Consulting Engineers Structural 233.75 Fisher Hagood, Inc. Subtotal $ 1,618.75 Construction Administration Phase Architectural $ 3,000.00 Moman Architects, Inc. MEP 1.155.00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc Subtotal L 4,856.25 Reimbursable Maximum $ 5,000.00 TOTAL $37,375.00 1.1.2.4 The legal parameters are (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site) 1.1.2.5 The financial parameters are as follows. .1 Architect's total compensation for services hereunder shall not exceed the sum of $32,375 00, plus authorized reimbursable expenses in an amount not to exceed $5,000.00. Customary reimbursable expenses include travel. copies, reproductions, presentations, telephone, postal or courier services, and all other similar expenses. .2 Amount of Owner's budget for the Cost of the Work, excluding Architect's compensation, is: Not determined. 1.1.2.6 The time parameters are: (Ident fy, if appropriate, milestone dates, durations or fast track scheduling) Completion not later than forty - two (42) consecutive weeks from date of execution of this Agreement 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid. negotiated contract, or construction management.) Professional services will be engaged by negotiated contract. General contractor for construction will be selected by statutorily - allowable delivery method 1.1.2.8 Other parameters are: (Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements) Unknown at this time. 1.1.3 PROJECT TEAM 1.1.3.1 Owner's Designated Representative is: (List name, address and other information) James Hemenes, RLA Parks and Recreation Department City of Round Rock 605 Palm Valley Boulevard Round Rock, Texas 78664 1.13.2 The persons or entitles, in addition to Owner's Designated Representative, who are required to review Architect's submittals to Owner are: (List name, address and other information) 3 a City Manager 221 East Main Street Round Rock, Texas 78664 1.1.33 Owner's other consultants and contractors are: ( List discipline and, if known, identify them by name and address) Not selected at this time. 1.1.3.4 Architect's Designated Representative is: (List name, address and other information) John S. Moman, AIA, Principal Moman Architects 309 West Main Street, Suite 120 Round Rock, Texas 78664 1.13.5 The consultants retained at Architect's expense are: (List discipline and, if known, identify them by name and address) MEPHendrix Consulting Engineers Structural Fisher Hagood, Inc. 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of ALA Document A201 ,.an..,,t., ofthi,Ag.....,o..,n,n, Iluw.. asmodified between Owner and Contractor. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by Owner and Architect in determining Architect's compensation. A...L;t....t a l,..11 ....grt at.. al/p,upuat., ..Jyaohu....ta n, ael.e,Jul.., w,,,p..u.,L..., and U ..... 6 ., L. 5.., .d...n � „ awu, w;dt IS,ag,apl. 1.3.3. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $32,375.00 plus authorized reimbursable expenses in an amount not to exceed $5,000.00 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto. Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.2 OWNER 1.2.2.2 y ,.plot., th.. L .. J n... VI J ,., F j.r.t, ...,,a d,a pu.,um u ,augo a nw r, cwt auup., anu yuatay. 4 Owner shall establish and periodically update the budget for the Project. 5 1.2.1 Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team 1.2.2.1 Unless otherwise provided under this Agreement, Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. Owner shall furnish to Architect, within fifteen (15) days after receipt of a written request, information necessary and relevant for Architect to evaluate, give notice of or enforce lien rights. VI , , wu u.gu a,,.a u., o. a p .).uo.. ur u... t, vag..c , w I./ w ag.wun.nr u, !\mlII W 1.2.23 Owners Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Owner's behalf with respect to the Project. Owner or Owners Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Architect in order to avoid unreasonable delay in the orderly and sequential progress of Architect's services. 1.2.2.4 Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize Architect to furnish them as a Change in Services when such services arc requested by Architcct and are reasonably required by the scope of the Project and arc approved by Owner 1.2.2.5 Unless otherwise provided in this Agreement and if requested in writing, 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 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 Owner's needs and interests. 1.2.2.7 0...,.., Each party shall provide prompt written notice to the other ifO,.,r,.. either becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in Architect's Instruments of Service. 1.2.2.8 Owner shall famish, or direct Architect to obtain at Owner's expense, a certified survey of the site giving, as required, topography. grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the sites, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 1.2.2.9 Owner will furnish building permits without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by Owner and are not to be included by Architect in the specifications for the Project. 1.2.2 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 andpmcticable 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 1.23.1 The services performed by 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 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Architect shall submit for Owner's approval a schedule for the performance of Architect's services which initially shall be consistent with the time periods established in Subparagraph 1. 1.2.6 and which shall my be adjusted, if necessary and approved by Owner as the Project proceeds. This schedule shall include allowances for periods of time required for Owner's review, for the performance of Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by Owner shall not, except for reasonable cause, be exceeded by Architect or Owner. 1.233 Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on Architect's behalf with respect to the Project 1.23.4 Architect shall maintain the confidentiality of information specifically designated as confidential by Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent Architect from establishing a claim or defense in an adjudicator/ proceeding. Architect shall require of Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by Owner. 1.23.5 Except with Owner's knowledge and consent, Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise Architect's professional judgment with respect to this Project. 1.23.6 Architect shall review laws, codes, and regulations applicable to Architect's services. Architect shall respond in the design of the Project to requirements imposcd by governmental authorities having jurisdiction over the Project. 5 1.23.7 Architect shall be entitled to reasonably rely on the accuracy and completeness of services and information furnished by Owner. A..I.;A.t Each party shall provide prompt written notice to the 0...... other ifA..l.;...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 Architect. 13.1.2 The Cost of the Work shall include the cost at reasonable current market rates of labor and materials furnished by Owner and equipment designed, specified, selected or specially provided for by Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus allu..on..,f .1 for Contractor's overhead and profit. L.,.dd;t;un, a t .o3unoL1. .ttl.. am, ., fL ;Jd;ug,...Jf....,g,,L,d...Wu,k. 1.3.13 The Cost of the Work does not include the compensation of Architect and Architect's consultants, the costs of the land, rights -of -way and financing or other costs that are the responsibility of Owner. 13.2 INSTRUMENTS OF SERVICE 13.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by Architect and Architect's consultants are Instruments of Service for use solely with respect to this Project. A..l. t..t .,u1 1.,111 an .,Lull L. J......J ll.., au RA .,..10.......,.,f I iv., I t.u..,..d.■ ., f S .... ;..., u..1 aI. Il .t. a JJJJJJ VII a.., .upy.;gl.d. Owner acknowledges Architect's construction documents are instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of Owner upon completion of the work and payment in full of all monies due to Architect. Until completion of construction, as to the particular Project for which the plans and specifications are designed, Owner may not make any modifications to same without the express written authorization of Architect. However, at any time after completion of construction, as to the particular Project for which the plans and specifications were designed, Owner may reuse or make any modifications to the plans and specifications without the prior written authorization of Architect. Owner agrees not to use the plans and specifications designed by Architect for a particular Project to design or construct other similar projects. Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect harmless from any claim, liability or cost (including reasonable attorneys' fees ) arising out of any unauthorized reuse or modification of the construction documents by Owner or any person or entity that acquires or obtains the plans and specifications from or through Owner without the written authorization of Architect. 13.2.2 Upon execution of this Agreement, Architect grants to Owner at permission to reproduce Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. Architect shall obtain lk...u.s permission from Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, Owner shall refrain from making further reproductions of Instruments of Service and shall return to Architect within seven days of termination all originals and rcproductions in Owner's possession or control. If and upon the date Architect is adjudged in default of this Agreement, tl..f ..gu; u ..�. ah..11L h..u.dt.. . d ,.. pu. by a at..t.uad, v 1;‘,...m, p,■■■■itting Ownerispermitted 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. 13.23 Ag......,...t Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any enermon granted herein to another party without the prior written agreement of Architect. However, Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work L 61 an in Sub pat og.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 A..I. ...... .,LulluuLu „. d..1..,..u....u�ufS j....v, . Any unauthorized use of the Instruments of Service shall be at Owner's sole risk and without liability to Architect and Architect's consultants. 6 1.3.2.4 Prior to Architect providing to Owner any Instruments of Service in electronic form or Owner providing to Architect any electronic data for incorporation into the Instruments of Service, Owner and Architect shall by separate written agreement set forth the specific conditions goveming the format of such Instruments of Serviceor electronic data, including any special limitations v. t :......ass not otherwise provided in this Agreement. 1.3.2.5 All plans and drawings will be prepared and submitted by Architect 10 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 sunplementally herein. In addition, Architect shall submit originals of all documents listed under Section 1 3.2.1 modified to record conditions provided by the contractor. 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. 133 CHANGE IN SERVICES 1.33.1 Change in Services of Architect, including services required of Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, i f.... 5 . u6.....41....1 [... MI nib, n...[..[..... a.m UV v....... p..u. r }AU .,w nk, au, [. a..1 ......a. r[ v ....... u......,a u.... au u, .. y.u[ u[ auw g p,v,upt ... „vt . tv A.. t, u . A. Lh t o II L . .,o v P 6 Lp 6 . p1. 1.3.9.2 ...,d rs ,. 1.5.5. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of $32,375.00 plus authorized reimbursable expenses in an amount not to exceed $5 000.00 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. 133.2 If any of the following circumstances affect Architect's services for the Project, Architect shall be entitled to an appropriate adjustment in Architect's schedule and compensation. .1 change in the instructions or approvals given by Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; 3 decisions of Owner not rendered in a timely manner; .4 significant change in the Project including, but not limited to, size, quality, complexity, Owner's schedule or budget, or procurement method; .5 failure of performance on the part of Owner or Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where Architect is party thereto; .7 change in the information contained in Article 1.1. 7 1.3.4 MEDIATION 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation v ,. ba A t,., ,,.....J:,,t; y..:d,.,.p..,. If such matter relates to or is the subject of a lien arising out of Architect's services, Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediationu, L wL;Lal nn. 1.3.4.2 Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation v pau,..a umwauy ab..... ow.., ,..n.., au wuv n,uuanY n,wmuwa nuwa u, 1 L. A,,, ..w, A,L$wlkn. A.,.,.,,.i.,Go„ w,,.,,dly :,, ..H:... Request for mediation shall be filed in writing with the other party to this Agreement .....,,t, mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 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 m mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 1.3.5 ARBITRATION t1,L;Lat;,,,, Ral Una Ag....n,..nl au d a. L ,., .,,, A.,.L,t .5.51h.. aw,a ,..,..h..,.J L d,. at Ld,al,n yuwu,n, m,a,ngu [ u[ v .n, vn, t,Yp app, ,.a,,,.. ,a.. ,,, an .,,,n„ „uV„1byu„aa,.u,v„ rn",.,,,. 13.6 CLAIMS FOR CONSEQUENTIAL DAMAGES 8 y P d,t wb' m w, m„g 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. Architect and 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 govemed by thc , 2laws of the state of Texas, and venue shall lie in Williamson County, Texas. 13.7.2 Tcrms in this Agreementshall have the samemeaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, ,....,,t. .,f tL. d,.l. f lLi, A 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 Architect's services are substantially completed. 13.7.4 To the extent damages arc covered by property insurance during construction, Owner and 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, wo.ut of 1! . d.d. of thin Ag,..o..ot as modified between Owner and Contractor. Owner or 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 Owner or Architect. 13.7.6 Unless otherwise provided in this Agreement, Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 13.7.7 Architect shall have the right to include photographic or artistic representations of the design of the Project among Architect's promotional and professional materials. Architect shall be given reasonable access to the completed Project to make such representations. However, Architect's materials shall not include Owner's confidential orproprietary information if Owner has previously advised Architect in writing of the specific information considered by Owner to be confidential or proprietary. Owner shall provide professional credit for Architect in Owner's promotional materials for the Project. 13.7.8 If Owner requests Architect to execute certificates, the proposed language of such certificates shall be submitted to Architect for review at least fourteen (14) days prior to the requested dates of execution. Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.3.7.9 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 Owner nor Architect shall assign this Agt rnent without the written consent of the other, except that Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume Owner's rights and obligations under this Agreement. Architect shall execute all consents reasonably required to facilitate such assignment. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If Owner fails to make payments to Architect in accordance with this Agreement, such failure shalt may be considered substantial nonperformance and Lava.. fr. t.,,,,6,.,Gv,.., A,.LL..t'n.,p,i.,,y cause for suspension of performance ofservices under this Agreement. If Architect elects to suspend services, prior to suspension of services, Architect shall givescven fifteen LSI days' written notice to Owner. In the event of a suspension of services, Architect shall have no liability to Owner for delay or damage caused Owner because of such suspension of services. Before resuming services, Architect shall be paid all non - disputed sums due prior to suspension. ..d ‘m ...p.,,u.o iu.a,,.d iu do. i,d.,.up;v,. „d ..nv..,ptkn, vis Architect's fees for the remaining services and the time schedules shall be equitably adjusted. It is expressly agreed and understood by all parties that, as to services hereunder, the total sum of$32,375.00 plus authorized reimbursable expenses in an amount not to exceed $5,000.00 shall represent the absolute limit of Owner's liability to Architect unless same shall be changed by Supplemental Agreement hereto Any such Supplemental Agreement to this contract must be duly authorized by City Council resolution. 9 13 .n.L r th,. llyw y wn.., tv, um,e rain in y ya, n,..mreerar,arrucwmP. s.., .;.,a P,., u,,.. Pull, to „ut;w of au,., .uap..,,a:.,,,. WL..0 tL„ Il jt.,.t m ,,JUN,. A ,.., h ,. l , L ,. ..v,„ ■„ ll, ,1111.17 14.111 u,,, ., , o pt:u,, fA , 1. 13.83 If the Project is suspended or Architect's services are suspended for more than ninety (90) consecutive days, Architect may terminate this Agreement by giving not less than seven (7) days' written notice. 13.8.4 This Agreement may be terminated by either party upon notless than seven (7) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the partyinitiating the termination. 13.8.5 This Agreement maybe terminated by Owner upon not less than seven (7) days' written notice to Architect for Owner's convenience and without cause. 13.8.61n the event of termination not the fault of Architect, Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due. 1.3.8.7 Termination Expenses arc in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which Architect is not otherwise compensated. p I ut 1.3.8.8 In connection with the work outlined in this Agreement, it is agreed and fully understood bvArchitect that Owner may cancel or indefinitely suspend further work hereunder or terminate this contract either for cause or for the convenience of Owner, upon seven (7) 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 13.83 Nothing contained in Section 1 3.8.2 immediatelvabove shall require Owner tom) foram/ 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. 13.9 PAYMENTS TO ARCHITECT 13.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of Architect's statement of services. No deductions shall be made from 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 Architect has been adjudged to be liable. 13.9.2 Reimbursable Expenses, in an amount not to exceed $5. 000.00, are in addition to compensation for Architect's services and include expenses incurred by Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications; .2 C pa1,1 upp „, duf..utIu,41,,, th, 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; 10 , hty .7 reimbursable expenses as designated in Paragraph 1.5.5.; .8 other similar direct Project related expenditures. 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to Owner or Owner's authorized representative at mutually convenient times. 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement This Agreement represents the entire and integrated agreement between Owner and 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. u. • a,bu (Cut 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) ARTICLE 1.5 COMPENSATION y ,,, tl p a awl... l ,,,au..,,,, "Supplemental Agreement No. 1" supplementing Standard Form of Agreement Between Ownaind Architect with Standard Form of Architect's Services, AIA Document 13141 -1997. 1.4.2 Special Terms and Conditions.Special terms and conditions that modify this Agreement are as follows: The Americans with Disabilities Act (ADA) and Texas Accessibility Standards (TAS) provides that it is a violation of the ADA/FAS to design and construct a facility for first occupancy later than January 26, 1993, that does not meet the accessibility and usability requirements of the ADA/TAS except where an entity can demonstrate that it is structurally impractical to meet such requirements. Architect will use his or her reasonable professional efforts to interpret applicable ADA/TAS requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project. 1.5.1 For Architect's services as described under Article 1.4, compensation shall be computed as follows: Architect's total compensation for services hereunder shall not exceed the sum of $32,375.00, plus authorized reimbursable expenses in an amount not to exceed $5,000.00, which sum shall include such items as travel, copies, reproductions presentations, telephone, postal or courier services, and other similar expenses. 1.5.2 If the services of Architect are changed as described in Subparagraph 1.3.3.1, Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below v., if.,,, .,,,.tL.,J of tl, P . " 1, 1.5.2, Lt mt .. (Insert basis ofcompensatron, including rates and multiples offirectPersonnel ExpenseforPrincrpa!sand employees, and !demi &Principals and classify employees, if required fdentt spec fc services to which particular methods of compensation apply) 1.53 Fora Change in Services of Architect's consultants, compensation shall be computed as a multiple ofone ( 1.00) times the amounts billed to 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 Architect, and Architect's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1.5.6 The rates and multiples for services of Architect and Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment of Zero and No /100 Dollars ($00.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It .1..11 find pa 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 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 mte entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of Architect. (Insert rate of interest agreed upon.) One percent (I %) 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 validttyofthis provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers) . 3 si, uv�ad Ly lln This Agreement entered into as of the day and year first written above. OWNER ARCHITECT CITY OF ROUND ROCK TEXA MOMAN ARCHITECTS / By: /✓ //, ' B : ! � I J....4./..1(.0.1 N .�{r c 6y.r John S. Moman, Al ' , Principal ATT T By ( R Christine R. Martinez, City Secretary 12 .. uug THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON SUPPLEMENTAL AGREEMENT NO. 1 § KNOW ALL BY THESE PRESENTS: This document is entitled Supplemental Agreement No. 1, and it supplements Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services, AIA Document B141 -1997 for the following Project: Complete professional design services (including architectural, mechanical /electrical /plumbing, and structural) related to construction of the following: concession/toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park, all as are more specifically identified and described in the accompanying AIA Document B141 This Supplemental Agreement No. 1 is made and entered into as of the day of , 2003, and is by and between the same parties, those being the CITY OF ROUND ROCK, a home -rule municipal corporation of Williamson County, Texas (hereinafter referred to as "City" and/or "Owner") and MOMAN ARCHITECTS, with offices located at309 West Main Street, Suite 120, Round Rock, Texas, 78664 (hereinafter referred to as "Architect "). o.,wdo „coRR,g,Rgener,r o4476o,PINikg WITNESSETH: WHEREAS, City intends to design and construct the Project described in the accompanying AIA DocumentB 141 -1997. Architect's services are desired under this Supplemental Agreement No. 1 for purposes as recited therein. Total compensation for Architect's services under this Supplemental Agreement No. 1 are as recited therein. WHEREAS, City desires to contract with Architect for provision of the therein - described services in connection with the Project, all as previously and hereinafter stipulated and within the limits the City has budgeted or will budget therefor; and WHEREAS, Architect has agreed to provide such professional services for the compensation delineated therein; NOW, THEREFORE, City and Architect, in consideration of the terms, covenants and conditions contained in the accompanying AIA Document B141 -1997 that this document supplements, and the terms, covenants, and conditions contained herein, do hereby contract as follows: ARTICLE I SCOPE OF SERVICES AND COMPENSATION 1.01 Scope. Architect, as an independent contractor and professional consultant in its relationship with the City, shall perform all professional services for the Project as set forth in the referenced documents. 1.02 Compensation. City shall compensate Architect for the following Scope of Work services: Complete professional design services (including architectural, mechanical /electrical /plumbing, and structural) related to construction of the following: concession/toilet facilities near proposed improvements of the soccer fields and paved parking lot and a toilet facility near the new pavilion at Old Settlers Park. Schematic Design Phase Architectural $ 2,000.00 Moman Architects, Inc. MEP 700.00 Hendrix Consulting Engineers Structural 467.50 Fisher Hagood, Inc. Subtotal $ 3,237.50 Design Development Phase Architectural $ 3 000.00 Moman Architects, Inc. MEP 1,155.00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc. Subtotal $ 4,856.25 Construction Documents Phase Architectural $11,000.00 Moman Architects, Inc. MEP 4,235.00 Hendrix Consulting Engineers Structural 2,571.25 Fisher Hagood, Inc. Subtotal $17,806.25 Bidding/Negotiation Phase Architectural $ 1,000.00 Moman Architects, Inc. MEP 385.00 Hendrix Consulting Engineers Structural 233.75 Fisher Hagood, Inc. Subtotal $ 1,618.75 Construction Administration Phase Architectural $ 3,000.00 Moman Architects, Inc. MEP 1.155.00 Hendrix Consulting Engineers Structural 701.25 Fisher Hagood, Inc. Subtotal $ 4,856.25 Reimbursable Maximum $ 5,000.00 TOTAL $37,375.00 2 Unless subsequently changed by additional Supplemental Agreement to this Agreement, duly authorized by City Council Resolution, Architect's total compensation for services hereunder shall not exceed $32,375.00, plus Reimbursable Expenses up to a limit of $5,000.00. These amounts represent the absolute limit of City's liability to Architect hereunder unless same shall be changed by additional Supplemental Agreement hereto. ARTICLE II ARCHITECT'S SERVICES 2.01 Basic Services. Architect's Basic Services consist generally of the services described below, and include complete architectural services and complete structural, mechanical, and electrical services, and such other services as may be necessary to assist City in the design of the Project, within the limits City has budgeted or will budget therefor, and in compliance with the Project Facility Program, which is hereby made a part of this Agreement for all purposes. Architect agrees that upon execution of this Agreement, it will submit to City within ten (10) days a list of all additional consultants it intends to utilize, not previously identified, delineating their respective tasks. All of Architect's consultants shall be subject to the approval of City through its Director of Public Works, and City reserves the right to reject any consultant. Architect shall perform all work hereunder in a manner satisfactory and acceptable to City, represented by its Director of Public Works or his designee, hereinafter referred to as "Director." A Performance Schedule shall be agreed to by Architect and Director, and Architect agrees to use best professional efforts to complete all services hereunder in accordance with such Performance Schedule. 2.02 Construction Documents Phase. Architect shall provide the following construction documents phase services: (1) Architect shall prepare from the approved Design Development Documents, for consideration of and approval by the Director, Construction Documents, which documents shall set forth in detail the requirements of the Project, including the necessary bidding information. Architect shall assist City in preparation of the Bidding Forms, shall utilize without modification City's standard General and Supplementary General Conditions, and shall draft all Special Conditions of the Contract. City's standard form of Contract between City and the Contractor shall also be utilized without modification, along with City's form of Bid Bond, Performance Bond and Payment Bond. (2) Architect shall fumish City in writing a revised Statement of Probable Construction Cost, indicating cost changes resulting from changes in Project requirements or general market conditions, in a form acceptable to the Director. (3) Architect shall file five (5) complete sets of proposed Construction Documents with the Director for review and official approval prior to the advertisement of bids for the construction of the Project, and within the agreed Performance Schedule following approval of the Design Development Documents. Following approval, Architect shall prepare and 3 have on hand additional sets as needed for bidding purposes. Architect shall also file with the Director at said time, the following items: (a) Tracing of the Project Title Sheet, signed by Architect, with seal affixed. (This tracing shall be returned to Architect to print contract documents when the signatures of City officials have been properly affixed). (b) Two (2) copies of Statement of Probable Construction Cost in a form acceptable to City. (c 2.03 Bidding Phase. Architect shall provide the following bidding phase services: (1) Following City's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, Architect shall assist City in awarding a construction contract following legal public bid requirements. During the bid process, Architect shall assist City as follows: (a) Issue and control of documents for bidding. (b) Jointly conducting pre -bid conferences, including on -site visits as required, to endeavor to assure that bidders understand the Construction Documents, the various on -site conditions, and the coordination and scheduling requirements. (c) (d) (e) 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. Preparation of required addenda to Contract Documents. Tabulation and evaluation of bids received. Jointly conducting pre -award conferences where necessary. (2) Architect's assistance to City shall include submitting written reviews and recommendations for awards based upon the acceptability of bids; and, if required by City, more detailed analyses of specific bids. Reviews shall also consider the responsiveness of bids and their conformity with Bid Documents. 4 2.04 Construction Phase - Administration of the Construction Contract(s). Architect shall provide the following construction phase - administration of the construction contract(s) services: (1) The Construction Phase will commence with the award of the Construction Contract and will terminate following the final one -year warranty inspection of the completed Project, correction of all defects in Project materials and workmanship, and resolution of all Project - related claims and disputes. During the Construction Phase, Architect shall provide the following services: (2) Architect shall provide administration of the Construction Contract as set forth in the Construction Documents, specifically the General and Supplementary General Conditions. Architect's assigned authority thereunder will not be substantially modified without Architect's written consent. (3) Architect, as a representative of City, shall advise and consult with the Director and will keep City informed in writing through him of the progress of the Project, including percent complete on a monthly basis, during the Construction Phase; and after issuance of the "work order" to proceed with the work, all of City's instructions to its Contractors will be issued through Architect. Architect will have authority to act on behalf of Owner only to the extent provided in this Agreement unless otherwise properly modified by written amendment. (4) Architect shall provide, during construction, adequate and competent on -site construction observation, periodically visiting the site to the extent necessary to personally familiarize himself with the progress and quality of the work, and to determine if the work is proceeding in accordance with the Contract Documents. Architect's site observations maybe conducted with Owner's designated representative to check conformance of the work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of work to be completed or corrected. Field Reports of each visit shall be prepared by Architect and submitted to City. Architect shall employ all reasonable measures to safeguard City against defects and deficiencies in the work of the Contractor. Architect shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the work. However, Architect will immediately inform the Director whenever defects and deficiencies in the work are observed, or when any observed actions or omissions are undertaken by the Contractor which are not in the best interests of City and the Project. (5) Based on such observations at the site and on the Contractor's Application and Certificate for Payment, Architect shall determine, monthly, the amount owing to the Contractor and shall certify and forward the Contractor's Application and Certificate for Payment to the Director for approval and payment. These certifications shall constitute a representation by Architect to City, based on observations at the site and other data comprising the application for 5 payment, that the work has progressed to the point indicated; that to the best of Architect's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning whole upon substantial completion, to the results of any subsequent tests required by the Contract Documents, to minor deviations from the Contract Documents correctable prior to Project completion, and to any specific qualifications stated in the Certificate); and that the Contractor is entitled to payment in the amount certified. (6) Architect shall recommend to City rejection of work which does not conform to the Contract Documents. Architect shall make recommendations on all claims and disputes of City or the Contractor relating to execution and progress of the work or interpretation of the Contract Documents, based upon such review and analysis by Architect as is reasonably required. In the event of litigation, where Architect is named as an additional party with City, such assistance will include the availability ofknowledgeable witnesses in the employ ofArchitect for expert testimony. (7) Architect shall use his best efforts to promptly review and approve or reject shop drawings, product data and samples and other submissions of the Contractor for conformance only with the design concept of the Project and with the information given in the Contract Documents. Architect shall establish and implement precise procedures, to be approved by City's Director, for expediting the processing and approval of these submissions without delay. Prompt review by Architect of submissions is of prime importance to City and an absolute necessity under the time constraints of the Project. (8) Architect shall prepare Change Orders to the construction contract, in six (6) copies, after review and approval by City. Each Change Order shall be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. Architect's compensation for preparation of Change Orders, if any, shall be determined by Section 2.06(1) below. (9) Architect shall conduct a professional observation to determine the dates of substantial completion and final completion, shall receive written guarantees and related documents assembled by the Contractor for submittal with the final Certificate of Payment, and shall prepare and present a final Certificate for Payment to Director for City's approval and payment. In addition, Architect shall make a professional observation of the Project at least thirty (30) days before the expiration of the one (1) year warranty contained in the Contractor's Performance Bond. (10) Architect shall conduct regularly scheduled progress meetings with City, the Contractor and major Subcontractors. Minutes of same shall be prepared by Architect with copies submitted to City's Director. 6 (11) Architect shall have authority to order minor changes in the construction work, consistent with the Contract Documents, and not involving an adjustment in the Contractor's bid price or an extension of the Project Schedule. Such changes shall be accomplished by Field Order. In addition, Architect may issue written Field Orders which interpret the Plans and Specifications, with copies submitted to City's Director. (12) Architect shall assemble and deliver to City a set of reproducible Record Construction Drawings showing significant changes in the work during the construction process and final location of mechanical and electrical service lines and outlets, based upon marked -up prints of drawings and other data furnished by the Contractor to Architect. Architect shall provide Record Construction Specifications which will identify the changes in the specifications on a sheet, which sheet will be inserted at the beginning of each section to which they pertain. 2.05 Project Representation Beyond Basic Services. In the event that circumstances should develop whereby continuous, full -time representation at the Project site is required, the conditions under which such representation shall be furnished and the Project Representatives selected, employed and directed shall be governed by an additional written Supplemental Agreement between City and Architect. 2.06 Additional Services. Architect shall perform Additional Services, as requested by City, after a not -to- exceed amount has been mutually agreed upon in writing by the Director and Architect. Where City Council authorization is required, Architect shall not proceed until the appropriate Resolution for such Additional Services has been adopted. The following services are not covered under Article II, which defines and outlines Architect's Basic Services. If any of these Additional Services are authorized in writing by the Director in advance of their performance, they shall be paid for in the manner agreed to at the time of authorization. (1) Preparing Change Orders and supporting data and/or revising previously approved plans when the changes in approved Plans and Specifications are required by the City, unforeseen circumstances due to hidden or unknown conditions, or codes /ordinances or other legal requirements which may come into effect during the course of the Project. If changes are required to be made because of error, oversight, clarification, discrepancy, or budget overruns in the work of Architect, City shall not be liable to compensate Architect for Additional Services or expenses in such connection. (2) Providing consultation concerning replacement of any Project work damaged by fire or other cause during construction, and furnishing professional services as required in connection with the replacement of such work, unless damage was the result of Architect's error. (3) Providing other extraordinary professional services over and above the Contract requirements, where required and requested by City, including extraordinary professional services which might result if the City decides to "fast- track" the Project. 7 ARTICLE III CITY'S RESPONSIBILITIES 3.01 Full information. City shall provide full information regarding requirements for the Project. 3.02 Designate representatives. City shall designate, when necessary, representatives authorized to act in its behalf. City shall examine documents submitted by Architect and render decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of Architect's work. 3.03 Survey. City shall furnish, or direct Architect to obtain at City's expense, a certified survey of the site, giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, contours and other data pertaining to existing buildings or adjacent to the site, other improvements and trees; and full information as to available service and utility lines, both public and private, and test borings, pits, reports and soil bearing values and other necessary operations for determining subsoil conditions. 3.04 Tests and inspections. City shall fumish, or pay for structural, mechanical, chemical, soil mechanics, and other laboratory tests, reports and inspections as required by law or the Contract Documents. 3.05 Permits. City will furnish the building permit without charge. Electrical, plumbing and other trade permits will be the responsibility of the construction contractor. Any charges which may be assessed for tap fees will be paid by City and are not to be included by Architect in the Specifications for the Project. 3.06 Miscellaneous items. City will also provide Architect with such items as the Project Facility Program; two (2) copies of the City of Round Rock General and Supplementary General Conditions for Building Construction, Instructions to Bidders, Proposal Forms, Wage Rates, Contract and Bond Forms, Bid Advertisement Form, and such other information and materials as maybe necessary and practicable for the orderly and expeditious process of the work and the awarding of the Construction Contract. To the extent practicable, these documents shall be utilized in the preparation of the Construction Documents. ARTICLE IV PAYMENTS TO THE ARCHITECT 4.01 Basic Services. Payments hereunder shall not to exceed the following: Basic Services $ 32,375.00 Reimbursables (not to exceed) $ 5.000.00 Total $ 37,325.00 8 4.02 Deductions. No deductions shall be made from Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. 4.03 Additions. No additions shall be made to Architect's compensation based upon Project construction claims, whether paid by City or denied. 4.04 Abandonment. If any work designed or specified by Architect during any phase or subphase is abandoned or suspended, in whole or in part, Architect is to be paid for services performed prior to receipt of written notice from City through its Director of such abandonment or suspension. 4.05 Invoices. Architect's invoices to City shall provide complete information and documentation to substantiate Architect's charges, and shall be in a form to be specified by the Director. All payments to Architect shall be made on the basis of the invoices submitted by Architect and approved by the Director. Such invoices shall conform to the schedule of services and costs in connection therewith. All Reimbursable Expenses shall be clearly shown. Should additional backup material be requested by the Director, Architect shall comply promptly with such request. In this regard, should the Director determine it necessary, Architect shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. 4.06 Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Architect and to adjust the same to meet the requirements of the Agreement. Following approval of invoices, City will endeavor to pay Architect promptly, but not later than the time period required under the Texas Prompt Payment Act; however, under no circumstances shall Architect be entitled to receive interest on payments which are late because of a good faith dispute between Architect and City or because of amounts which City has a right to withhold under this Agreement or state law. 4.07 Offsets. City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to City from Architect, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 4.08 Reimbursable Expenses. Reimbursable Expenses are in addition to the fees for Basic and Additional Services and include actual expenditures made by Architects, their employees, or their consultants in the interest of the Project for the incidental expenses set forth below. Such expenses must be authorized by the Director in advance. An allowance for Reimbursable Expenses not to exceed $5,000.00 is established as a condition of this Contract. When authorized in advance by City, the following shall be reimbursable: reasonable transportation and living expenses of principals and employees when traveling in connection with the Project outside of Williamson County, Texas, essential long distance calls and telegrams, fees paid for the securing of approval of authorities having jurisdiction over the Project, postage, and reproduction of Drawings and Specifications, excluding copies for Architect's office use and the required number of sets at each phase of the work for City's review. 9 ARTICLE V ARCHITECT'S ACCOUNTING RECORDS 5.01 Accounting Records. Records of Architect's Consultant and Reimbursable Expenses pertaining to the Project, and records of accounts between City and Architect, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. ARTICLE VI TERMINATION AND DEFAULT 6.01 Termination. In connection with the work outlined in this Agreement, it is agreed and fully understood by Architect that the Director may cancel or indefinitely suspend further work hereunder or terminate this Agreement either for cause or for the convenience of City, upon fifteen (15) days' written notice to Architect, with the understanding that immediately upon receipt of said notice all work and labor being performed under this Agreement shall cease. Architect shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement for all work accomplished prior to the receipt of said notice. No amount shall be due for lost or anticipated profits. 6.02 Default. Nothing contained in Section 6.01 above shall require City to pay for any work which is unsatisfactory as determined by the Director or which is not submitted in compliance with the terms of this Agreement. City shall not be required to make any payments to Architect when Architect is in default under this Agreement, nor shall this Article constitute a waiver of any right, at law and at equity, which City may have if Architect is in default, including the right to bring legal action for damages or to force specific performance of this Agreement. ARTICLE VII GENERAL, SUPPLEMENTARY AND SPECIAL CONDITIONS; CONTRACT ADMINISTRATION 7.01 General, Supplementary and Special Conditions. City of Round Rock - Supplementary General Conditions to AIADocument A201, "General Conditions of the Contract for Construction," are to be used by Architect without modification; however, City may, upon prior consultation, approve of any changes that may be necessary for specific cases or instances. Any special conditions pertaining to the Project that are approved by City will be included under the Special Conditions portion of the Construction Documents. 7.02 Contract Administration. This Agreement shall be administered on behalf of City by its Director of Public Works, and Architect shall fully comply with any and all instructions from the Director. Any dispute arising hereunder shall be submitted to the Director, whose decision in the matter shall be final and binding. 10 ARTICLE VIII RESPONSIBILITY FOR WORK, INDEMNIFICATION AND INSURANCE 8.01 Architect's Responsibility for Work. Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Architect, its employees, subcontractors, agents and consultants for the accuracy and competency of Designs, Working Drawings, Specifications or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by City for any defect, error or omission in the Designs, Working Drawings, and Specifications or other documents prepared by Architect, its employees, subcontractors, agents and consultants. 8.02 Indemnification (Damage Claims). Architect agrees, to the fullest extent permitted by law, to indemnify and hold City, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorney's fees) to the extent caused by Architect's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of his or her subconsultants or anyone for whom Architect is legally liable. Owner agrees, to the fullest extent permitted by law, to indemnify and hold Architect, its officers, agents and employees, harmless from any damage, liability or cost (including reasonable attorney's fees) to the extent caused by Owner's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of its contractors, subcontractors or consultants or anyone for whom Owner is legally liable, and arising from the Project the subject of this Agreement. 8.03 Indemnification (Patent and Copyright Claims). Architect agrees to completely defend and indemnify City, its officers, agents and employees, against a claim that any of the Designs, Plans or Specifications prepared by Architect, its employees, associates or subconsultants pursuant to this Agreement infringe a U.S. patent or copyright directly, indirectly or contributorily. Architect shall pay any and all resulting costs, damages and attorney's fees finally awarded, provided that: (1) City promptly notifies Architect in writing of the claim; and (2) Architect has sole control of the defense and all related settlement negotiations. (a) If Architect defends City against such claims, the City Attomey shall be kept informed of settlement negotiations, and shall execute any settlement agreement reached by Architect on City's behalf. (b) Architect's defense and indemnification under this section is conditioned on City's agreement that if any of the designs, plans or specifications, become, or in Architect's opinion are likely to become, the subject of such a claim, City will permit Architect, at Architect's option and expense, either to procure the right for City to continue using the designs, plans or specifications or to replace or modify the same so that theybecome non - infringing; and if neither of the foregoing altematives 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 11 specifications on written request of Architect, in which instance City has the sole option to either require Architect to perform new design work at Architect's sole expense, or to terminate this Agreement. (c) Architect has no liability under this section for any claim of infringement based upon the modification or alteration of the designs, plans or specifications prepared under this Agreement subsequent to the Project by City, or by any engineering consultant subsequently employed by City. (d) The foregoing states the entire obligation of Architect with respect to infringement of patents and copyrights. (3) The indemnification and defense provisions as set forth in this Section 8.03 shall not apply to products or materials which City has required that Architect include in any of the Designs, Plans and Specifications, or which are substituted by Contractor or any of his subcontractors during the Construction Phase of the Contract. 8.04 Insurance. Architect, at Architect's sole cost, shall purchase and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of Five Hundred Thousand Dollars ($500,000.00) from a company authorized to do insurance business in Texas and otherwise acceptable to City. 8.05 Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Architect, Architect shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in Section 8.04 above, including the required provisions and additional policy conditions as shown below in Section 8.06. Architect shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Architect must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 8.06 Insurance Policy Endorsements. Each insurance policy under paragraph 8.04 shall include the following conditions by endorsement to the policy: (1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 12 Architect shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non - renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. (3) The Term "City" or "City of Round Rock" shall include all authorities, Boards, Commissions, Departments, and officers of City and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self- Insured Retentions of whatever nature. 8.07 Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Architect shall be borne solely by Architect, with certificates of insurance evidencing such minimum coverage in force to be filed with the City. Such Certificates of Insurance are evidenced as Exhibit "A" herein entitled "Certificates of Insurance." ARTICLE IX COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES, ETC. 9.01 Compliance with Laws. Architect, its consultants, agents, employees and subcontractors shall comply with all applicable Federal and State Laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by all local, State and National boards, bureaus and agencies. Architect shall further obtain all permits and licenses required in the performance of the professional services contracted for herein. 9.02 Taxes. Architect will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE X TERM 10.01 Term. Unless sooner terminated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by City's Director, the term of this Agreement shall be from the date of execution hereof until forty -two (42) consecutive weeks thereafter. 10.02 Project Performance Schedule. (1) Time of completion of the services referenced herein shall be as follows: 13 Completion of services not later than forty -two (42) consecutive weeks from date of execution hereof. Nothing recited herein shall be construed to prevent the negotiated renewal and /or extension of this Agreement by express written agreement of the parties. (2) Architect understands that the Project Performance Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of services required herein, so that construction of the Project will be commenced as scheduled. In this regard, Architect shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish services required under this Agreement in a professional manner. ARTICLE XI FINANCIAL INTEREST PROHIBITED, CONFIDENTIALITY 11.01 Financial Interest Prohibited. Architect covenants and represents that Architect, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials or equipment that will be recommended or required for the construction of the Project. 11.02 Confidentiality. Architect's reports, evaluations, designs, drawings, data, and all other documentation and work developed by Architect hereunder shall be kept confidential, and shall not be disclosed to any third parties without the prior written consent and approval of City's Director. ARTICLE XII GENERAL PROVISIONS 12.01 Time is of the Essence. Architect understands and agrees that time is of the essence and that any failure of Architect to complete the services for each phase of this Agreement within the agreed Project Performance Schedule may constitute a material breach of this Agreement. Architect shall be responsible for its delays or for failures to use professional efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Architect's failure to perform in these circumstances, City may withhold, to the extent of such damage, Architect's payments hereunder without waiver of any of City's additional legal rights or remedies. 12.02 Force Majeure. Neither City nor Architect shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 12.03 Assignment. The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Architect shall not assign, sublet or transfer any interest herein without City's prior written authorization 14 12.04 Amendments. This Agreement, representing the entire agreement between the parties, may only be amended or supplemented by mutual agreement of the parties hereto in writing. 12.05 Enforcement and Venue. This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 12.06 Notices. All notices and correspondence to City by Architect shall be mailed or delivered as follows: All notices and correspondence from City to Architect shall be mailed or delivered to the Architect as follows: IN WITNESS WHEREOF, the City of Round Rock has caused this Agreement to be signed in its corporate name by its Mayor, duly authorized to execute the same in its behalf by Resolution No. />- O,3-oa• al- QFI approved by the City Council on fEigaiggI/ a7 ao0 i , and Moman Architects, signing by and through its duly authorized representative(g), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions of this Agreement. By: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 John S. Moman, AIA Moman Architects 309 West Main Street, Suite 120 Round Rock, Texas 78664 CITY OF ROUND ROCK ATTEST: MOMAN ARCHITECTS By: Jo S. Moman, A� Principal 15 Christine R. Martinez, City Secretary EXHIBIT "A" CERTIFICATES OF INSURANCE 16 0310,$/03 17:48 FAX 512 218 5548 PARD 03/062003 02/19/20 1 10:40 MOMAN ARCHITECTS INC 9 2185548 15124439569 1 8 :20 15124439669 USI INSURANCE AUSTIN CERTIFICATE OF LIABILITY INSURANCE PRODUCER USI Insurance Services of Texas 1946 S. YEWS, Suite 301 Austin, Texas 18704 INSURED Moreau Architect/. Inc. 309' W. Main SL Shat/. 120 RoundRock, Texas 78664 THIS IS TO CERTIFY THAT the Insured named above is insured by die Companies listed above with respect to the business operations hereinafter described, for the types of iflsurance and in accordance with the provisions of the standard policies used by the companies_ and further hereinafter described. Exceptions co the policies are noted below. CO T}PE OF INSURANCE POLICY F.'FFECTI':'E ImXP TION LIMITS LTR I' DATE 07/21103 GENERAL. AGGREGATE 61,00000 PRODUCTS- COMP'OP AGG. ..000.040 PERSONAL S:.1DV. INJURY S1.000,000 EACH OCCURRENCE 51.000.007 PIKE DAMAGE (AV ane fir4 4300.000 24ED. EFPENSE (Anyone person) 510.000 GHNPRAL LIABILITY 6ISBAAiMSA01 07/14102 AUTOMOBILE LIABILITY ' 6150A1 07(24/02 BXCESS LIABILITY COI RR Morma,eloc MAR -06 -2003 17:01 Date: II/19 /03 • COMPANIES AFFORDING COVERAGE A Hartford Lloyds Insurance Company Hartford Casualty Insurance Comp ompany C Security Insurance Company of Hartford D 07(24/05 WORKERS` ILI?4 E •SSA7ION AND EMPLOYERS' 1- 1A01LIT1 dIW EC0Z6305 12/10/02 12/20/03 PROPE3S1O0U4 LIABILITY SAEO118057 12/04/02 12/04/03 512 218 5548 96% COM11II4ED SL ld3trr 51,000.000 BODILY ;NAM NNRY act pexot BODILY INJURY (Pa' redden/ 5 PROPERTY DAMAGE $ EACHOCCUI+AEYCE I AGGREGATE 3 STATUTORY LIMITS EACH ACCIDENT DISEASE • POLICY 114IT DISEASE -EACH EMPLOYEE Pa Claim 51!300.000 Per Aaffepro 51.000.000 (/0002 NO. 070 092 pLGE 80/01 DEScRIYr(ON OF oFER4Ti0NS /IACATIONsnrEAICLESISPECIAL rrE /S/inceer TOP'S Pr4ieetRetertnce: Public Work; Ex . - Gay of Rwnd Rork P0fcesionet liability any: The agg0801C Jima in the Wet inure= amiable for stain presented within d,1 piracy period far all operations at insured, The limb w81 be reduced by M a n e s s of iedemndy and 10500111. Should any of the above described policies be canceled or changed before the expiration date there0f,.(he issuing Company will mail thirty (30) days written nolice to the sett/kola holder named below. CERTIFICATE HOLDER: Christine Madlnez, City Secretary City of Round Rock 221 E. Main Street Round Rock_ Texas 78864 S1pN TURFOPjIA T ORIZEED REPRESENTATIVE Sat Typefl Name: -Inn Jlnvne Title: ErocoO0a .aeedl P.02 51.000.001 11.006.000 11.000.0140