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R-85-749 - 8/8/1985ATTEST: RESOLUTION NO. '70/C /C MIKE ROBINSON, Mayor City of Round Rock, Texas 78664 WHEREAS, services of an architect are necessary in order to provide a design for a neighborhood fire station; and WHEREAS, M. Faulk and Associates, Inc. has submitted a proposal to provide the needed service; and WHEREAS, the City Council wishes to accept said proposal, 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 proposal submitted by M. Faulk and Associates, Inc. to provide the needed architectural services, a copy of said proposal being attached hereto and incorporated herein for all purposes. RESOLVED this 8th day of August, 1985. AGREEMENT BETWEEN the Owner: and the Architect: THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document 8141 Standard Form of Agreement Between Owner and Architect 1977 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION made as of the Eleventh (11th) day of September in the year of Nineteen Hundred and Eighty - Five (85) For the following Project: (Include detailed description of Project location and scope.) City of Round Rock 214 E: Main Street Round Rock, TX 78664 M Failik and Associates, Architects P.O. Box 294. . Round Rock, TX 78680 Basic Architectural Services for a prototypical fire station site not yet finalized The Owner and the Architect agree as set forth below. C 1917. 1926. 1948. 1951, 5951, 19551, 1901, 1.141, MN. 1947. 1970. 1974, 17 1977 by The American Institute ul Architects, 1775 New Ynrl. Avi . N 1V . W.10111.:14.1. 5) I 710111. R .. e7nnlueun ul the 111.11.14i llal herein or 0 •101•70•1 1.1/411.111011 n1 its luuv... .. w.Ilulul 7e0.u..,.m ,.1 the AIA r.0111cs 111) 1077076/ laws 01 167 United SI•leo and .vdl be sublet1 lo 17741 70 AIA OOCUMCNT 8(11 • OWNE7.ARCIIITECT AGREEMENT • 511111511•1111 101110N • IULY 1977 • AIA* • 111977 1111 AMERICAN INSIITUIC Of ARCIIITECTS. 1715 NEW YORK AVIN111, NIV, 1VA9111NGTON, 0 C 20004 B141 1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services 'included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the understanding of such requirements with the Owner. 1.1.2 The Architect shall provide a preliminary evalua- tion of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alterna- tive approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT 'HASE 1.2.1 Based on the approved Schematic Design Docu- ments and any adjustments authorized by the Owner in the program or Project budget, the Architect shall pre- pare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and elec- trical systems, materials and such other elements as may be appropriate. 1.2.2 Tile Architect shall submit to the Owner a further Statement of Probable Construction Cost. 1.3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Doc- uments and any further adjustments in the scope or qual- ity of the Project or in the Project budget authorized by the Owner, the Architect shall prepare, for approvil by the Owner, Construction Documents consisting of Draw- ings and Specifications setting forth in detail the require- ments for the construction of the Project. 1.3.2 The Architect shall assist the Owner in the prepara- tion of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agree- ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any ad(ust- AIA UOCUM(Nr rio • (1WNfC ARCIIIIIXT Ac:RI fM(N. • II III 111 N111 11111111 • 1111 I9': • AIA'' • .0 1.177 1111 AMLkICAN INS (Mil ( Of ARCI111(Cfi. 1715 NON 1't)5. AVI NUI, N SV WASI1181.1118 111' .05)0 oent. to previous Statements of Probable Construction Cost Indicated hy'changes in requirements or general market conditions. 1,3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents re- quired for the approval of governmental authorities hav- ing jurisdiction over the Project. 1.4 RIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. 1.5 CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, will terminate when final payment to the Contractor is due, or in the absence of a final Certificate for Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first, 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construc- tion as set forth below and in the edition of AIA Docu- ment A201, General Conditions of the Contract for Con- struction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construction Phase, and shall advise and consult with the Owner. Instructions to the Contrac- tor shall be forwarded through the Architect. The Archi- tect shall have authority to act on behalf of the Owner only to the extent provided in the Contract Documents unless otherwise modified by written instrument in ac- cordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals ap- propriate to the stage of construction or as otherwise agreed by the Architect in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accord- ance with the Contract Documents. However, the Archi- tect shall not be required to make exhaustive or con- tinuous on -site Inspections to check the quality or quan- tity of the Work. On the basis of such on -site observa- tions as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. 1.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, methods. techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the arts or omissions of the Contractor, Sub- B141 -1977 3 C(111161CIclr1 Or any other persons pert rulang ,un• of the Work, or for the failure of any of them Io carry o the Work in accordance with the Contract Documents 1.5.6 The Architect shall at all times have access- to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as pro- vided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, information and belief, the qual- ity of the Work is in accordance with the Contract Docu- ments (subject to an evaluation of the Work for con- formance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests re- quired by or performed under the Contract Documents, to minor deviations from the Contract Documents cor- rectable prior to completion, and to any specific qualifica- tions stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any . examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.5.9 The Architect shall be the interpreter of the re- quirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations nec- essary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written de- cisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful perform- ance by both the Owner and the Contractor, shall not show partiality to either, and shall not be liable for the result of any interpretation or decision rendered in good faith in such capacity. 1.5.11 The Architect's decisions in matters relating lo. artistic effect shall be final if consistent with the intent of the Contract Documents. The Architect's decisions on any other claims, disputes or other matters, including those In question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agree- ment and in the Contract Documents. 1.5.12 The Architect shall have and y In reject Work which does not canfiirnl to the Contract Dunnnents Whenever, in the Architect's « asonahle opinion, it is 4 8141 -1977 net cssary or advisable, for the implementation of the intent of the Contract Dot unseats, the Architect will have author. ay to n•quue spec ial inspection or testing of the Work In accordance with the provisions of the Contract Docu- ments, whether or not such Work be then fabricated, in- stalled or completed. 1.5.13 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's ap- • • proval of a specific item shall not indicate approval of an . assembly of which the item is a component. .1.5.14 The Architect shall prepare Change Orders for the 'Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 1.5.15 The Architect shall conduct inspections to deter- mine the Dates of Substantial Completion and final com- pletion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Pay- ment. 1.5.16 The extent of the duties, responsibilities and lim- itations of authority of the Architect as the Owner's rep- resentative during construction shall not be modified or extended without written consent of the Owner, the Con- tractor and the Architect. 1.6 PROIECT REPRESENTATION BEYOND BASICSERVICES 1.6.1 If the Owner and Architect agree that more ex- tensive representation at the site than is described in Paragraph 1.5 shall be provided, the Architect shall pro- vide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, em- ployed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed be- tween the Owner and the Architect as set forth in an ex- hibit appended to this Agreement, which shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Repre- sentatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representa- tion shall not modify the rights, responsibilities or obliga- tions of the Architect as described in Paragraph 1.5. 1.7 ADDITIONAL SERVICES The following Services are not included in Basic Services unless so identified in Article 15. They shall be provided If authorized or confirmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. .510 II(ICUAI(NT 5141 • 11\101 R 01:111111 ("I 01.1 N1 • 11111:11 (NM rn111(lN • IULY 1577 • 010 • 0 1'177 1111 AA1IK11 AN 105111111 1 (11 ARrllI11r11 1 151I11. 1114:1 AVI0111. NSV , 1VASIIINcION, 11 r :(IOfIL 1.7.1 Providing analyses of the Owner's needs, and pru• granuning the requirements of the Project. 1.7.2 Providing financial feasibility or other special studies. 1.7.3 Providing planning surveys, site evaluations, envi- ronmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submis- sions required for approvals of ° governmental authorities or others having jurisdiction over the Project. 1.7.4 Providing services relative to future facilities, sys- tems and equipment which are not intended to be con- structed during the Construction Phase. 1.7.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, or to - verify the accuracy of drawings or other information fur- nished by the Owner. 1.7.6 Preparing documents of alternate, separate or sequential bids or providing extra services in connection with bidding, negotiation or construction prior to the completion ,of the Construction Documents' Phase, when requested by the Owner. 1.7.7 Providing coordination of Work performed by separate contractors or by the Owner's own forces. ' 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. • 1.7.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quan- tity surveys or inventories of material, equipment and labor. • 1.7.10 Providing interior design and other similar ser- f vices required for or in connection with the selection, procurement or installation of•furniture, furnishings and related equipment. 1:7.11 Providing services for planning tenant or rental spaces. 1.7.12 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such doc- uments or are due to other causes not solely within the control of the Architect. .1.7.13 Preparing Drawings, Specifications and supporting data and providing other services in connection with Change Orders to the extent That the adjustment in the Basic Compensation resulting from the adjusted Con- struction Cost is not commensurate with the services re- quired of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 1.7.14 Making investigations, surveys, valuations, inven- tories or detailed appraisals of existing facilities, and serv- ices required in connection with construction performed by the Owner. 1.7.15 Providing consultation concerning repla(emt•nt of any Work damaged by fire or other cause during con- slru(11on, and furnishing services as may be required in runner lion with the replacement of such Work. 1.7.16 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 1.7.17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect. 1.7.18 Providing extensive assistance in the utilization of any equipment or system such as initial start -up or testing, adjusting and balancing; preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 1.7.19 Providing services after issuance to the Owner of the final Certificate (or Payment, or in the absence of a final Certificate for Payment, more than sixty days alter the Date of Substantial Completion of the Work. . 1.7.20 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro - ceeding'or legal proceeding. 1.7.21 Providing services 'Of consultants for other than 'the normal architectural, structural, mechanical and elec -' ideal engineering services for the Project. 1.7.22 Providing any other services not otherwise fn= eluded in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 1,8 TIME ' 1.8.1 The Architect shall perform Basic and Additional Services as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. Upon 'request of the Owner, the;Architect shall submit for the Owner's approval, a schedule for the performance of the Architect's services which shall be adjusted as required as • • the Project proceeds, and shall include allowances for peri- ods of time required for the Owner's review and approval of submissions and • for approvals of authorities having jurisdiction over the Project, This schedule, when approved by the Owner, shall not, except for reasonable cause, be exceeded by the Architect. ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information regarding' `requirements for th'e Project' including a program, which shall set ford) the Owner's.design objectives, constraints and criteria, including space requirements and relation- ' ships, flexibility and expandability, special equipment and systems and site requirements. 2.2 If the Owner provides l a budget for the Project it shall include contingencies for bidding, changes in the • Work during construction, and other costs which are the responsibility of the Owner, including Illose described in this Article 2 and in Subparagraph 3.1.2. The Owner 511411, at the request of the Architect, provide a statement of funds available for the Project, and their source. CIA DOCUMENT .141 • (IS('NrR•ARC111TLCT ACRI(MINI • 11111111 N(111)1111) 4 • IULY 1977 • AIM. • 91977 7111. AMERICAN INSTIIIIII (11 ARC'IIIIICIS 1715 NI ly 1ORA AV( MIL N10 1vASNIN(.1nN, nC 70306 0141 5 2.:1 the Owner sh,dl dcsil ;Il lc whGl nor essary, .1 rep rescntativc authorised In act In the Owner's beh svdh respect to the Project. The Owner or such authorised rcprescnlalivc shall examine the documents submitted by the Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services, 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoin- ing property; rights -o( -way,' restrictions, casements, en- croachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full information concerning available serv- ice and utility lines both public and private, above and below grade, including inverts and depths. 2.5 The Owner shall furnish the services of soil engi- neers or other consultants when such services are deemed necessary by the Architect. Such services shall include test • borings, lest pits, soil bearing values, percolation' tests, air and water pollution tests, ground corrosion and resistivity tests, including necessary operations for determining sub- soil, air and water conditions, with reports and appropri -. ate professional recommendations.' 2.6 The Owner shall furnish structural, mechanical, chemical and other labdratory tests, inspections and re- . ports as required by law or the Contract Documents. 2.7 The Owner shall furnish all legal, accounting and in- surance counseling services as may be necessary at any • time for the Project, including such auditing services as the Owner may require to verify the Contractor's Applica- tions for Payment or to ascertain how or for what pur- poses the Contractor uses the moneys paid by or on be- half of the Owner. 2.8' The services, information, surveys and reports re- quired by Paragraphs 2.4 through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the Owner to the Architect. 2.10 The Owner shall furnish required information and services and shall render approvals and decisions as ex- peditiously as necessary for the orderly progress of the Architect's services and of the Work. ARTICLE 3 CONSTRUCTION COST 3.1 DEFINITION 3.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 3.1.2 The Construction Cost shall include at current market rases, Including a reasonable allowance for over- head and profit, the cost of labor and materials furnished by the Owner and any equipment w has been de- 0141 sq;ncd, spruhed, selected or specially pr for by the Arc lilted. :1.1.3 Construction Cost does not include the compen- sation ill the Architect ,Ind the Architect's consultants, the cost of the land, rights -o( -way, or other casts which are the responsibility of the Owner as provided in Arti- cle 2. 3.2 RESPONSIBILITY FOR CONSTRUCTION COST 3.2.1 Evaluations of the Owner's Project budget, State- ments of Probable Construction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction indus- try. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, mate- rials or equipment, over the Contractor's methods of de- termining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed; established or approved by the Owner, if any, or from any Statement of Probable Construction Cost or other cost estimate or evaluation prepared by the Archi- tect. 3.2.2 No fixed limit of Construction Cost shall be estab- lished as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Sub- paragraph 1.1.2 or Paragraph 2.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been estab- lished, the Architect shall be permitted to include con- tingencies for design, bidding and price escalation, to de- termine what materials, equipment, component systems and type < - of construction are to be included in the Con- tract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the - fixed limit. Any such fixed limit shall be increased in the amount of any increase in the Contract Sum occurring after execdlion of the Contract for Construction. 3.2.3 If the Bidding or Negotiation Phase has not com- menced within three months after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be ad- justed to reflect any change in the general level of prices in the construction industry betsveen the date of submis- sion of the Construction Documents to the Owner and the date on which proposals are sought. 3.2,4 If a Project budget or fixed limit of Construction Cost (adjusted as provided in Subparagraph 3.2.3) is ex- ceeded by the lowest bona fide bid or negotiated pro- posal, the Owner shall (1) give written approval of an increase In such fixed limit, (2) authorize rebidding or re- negotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 10.2, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4), provided a fixed limit of Construc- tion Cost has been established as a condition of this Agree- ment the Architect, without additional charge, shall mod - dy the Drawings and Specifications as necessary to comply AIA ((0[051(00 0111 • ( 11111( 11.1411 MONO • illlxl(r N111100(00 • 1111? 1'177 • AIA • 11) 1977 110 A511 x11'AN INSIII011 1(1 1141 111111 11. 11 0195 101:5 AV1.0111 A , W..I11N1.10N, 11 1 71Yxx, with the fixed 111011. 11u• providing of such service shall be the lima of the An bile( I's responsibility arising 'from the establishment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, hh accordance with this Agreement, whether or 001 the Construction Phase is commenced. ARTICLE 4 DIRECT PERSONNEL EXPENSE . 4.1 Direct Personnel Expense is defined as the direct sal- aries of all the Architect's personnel engaged on the Proj- ect, and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and•other statutory employee bene- fits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. ARTICLE 5 REIMBURSABLE EXPENSES • 5.1 Reimbursable Expenses are in addition to the Com- pensation for Basic and Additional Services and include actual expenditures made by the Architect and the Archi- tect's employees and consultants in the interest of the Project for the expenses listed in the following Sub- paragraphs: 5.1.1 Expense of transportation in connection with the Project; living expenses in connection with out -of -town travel; long distance communications, and fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents, excluding reproductions for the office use of the Architect and the Architect's consultants. 5.1.3 Expense of data processing and photographic pro- duction techniques when used in connection with Addi- tional Services. • 5.1.4 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 5.1.5 Expense of renderings, models and mock -ups re- quested by the Owner. 5.1.6 Expense of any additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants. ARTICLE 6 I'AYMENTS TO THE ARCHITECT 6,1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1,1 An initial payment as set forth in Paragraph 14.1 is the minimum payment under This Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly and shall be in proportion to services per- formed within each Phase of services, 00 the basis set forth in Article 14. 6.1.3 If and to the extent that the Contract Time initially established in the Contract for Construction is exceeded AIA IIOCVA1TNT rIo • (IIYNI x AI(111171(T Af.ITCtAII NI • 1111(1(10111 (011100 • IIILY 1'177 • Al,. • 1:) 1'177 till AIM All AN 1051111 1)r 50(111lf('I} 1715 NCSV 0000 AV(NII(, NSW Ss'ASIIlNr:0)N 11 (' :0005 or ex1e11(Il•1I thr no fault of the Architect, compensa- mut (or any I1.nu Services required for Nu extended period of Administration of the Construction Contract shall be computed as set forth In Paragraph 14.4 for Addi- tional Scrvlces. 6.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, compensation for such portions of the Project shall be payable to the extent services are performed on such portions, in accordance with the schedule set forth in Subparagraph 14.2.2, based on (1) the lowest bona fide bid or negotiated proposal or, (2) if no such bid or proposal is received, the most recent Statement of Probable Construction Cost or Detailed Esti- mate of Construction Cost for such portions of the Project. 6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable Expenses as defined in Article 5 shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 6.3 PAYMENTS WITHHELD 6.3.1 No deductions shall be made from the Architect's compensation on account of penally, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is held legally liable. 6.4 PROJECT SUSPENSION OR TERMINATION 6.4.1 If the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall be compensated for all services performed prior to-receipt of written notice from the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. If the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient limes. ARTICLE B OWNERSHIP AND USE OF DOCUMENTS 6.1 Drawings and Specifications as instruments of serv- ice are and shall remain the property of the Architect whether the Project for which they are made is executed or not. The Owner shall be permitted to retain copies, in- cluding reproducible copies, of Drawings and Specifica- tions for information and reference in connection with the Owner's use and occupancy of the Project. The Drawings and Specifications shall not be used by the Owner on 0141 -1977 7 other projects, for arldmons to this Protect, or (or (* simple- 11011 of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation in the Archi• tech. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. pF LETF ARTICLE 9 ARBITRATION 9.1 A claims, disputes and other matters in qu .tion 3etwcen the parties to this Agreement, arising ou of or relating t• this Agreement or the breach thereof, all be decided by rbitration in accordance with the onstruc- tion Industry rbitration Rules of the Ameri :n Arbitra- tion Associatio then obtaining unless the rties mutu- ally agree othe 'se. No arbitration, arisin: out of or re- lating to this Agr ment, shall include, consolidation, joinder or in any of -r manner, any ad • tional person not a party to this Agree nt except by itten consent con- taining a specific refer •ce to this .reement and signed by the Architect, the Ow r, and a y other person sought to be joined. Any consent o ar ration involving an ad- ditional person or persons s .1 not constitute consent to arbitration of any dispute no described therein or with any person not named or • sc 'bed therein. This Agree- ment to arbitrate and any .gree nt to arbitrate with an additional person or p sons dul consented to by the parties to this Agreem t shall be sp -cifically enforceable .ruder the prevailing bitration law. 9.2 Notice of the •emdnd for arbitratio shall be filed in writing with the ther jaarty to this Agre ent and with the American bitratidn Association. The • errand shall oe made with a reasonable time after the c • im, dispute ar other ma er in question has arisen. In no •vent shall the dema • for arbitration be made after the • to when nstitutio of legal or equitable proceedings b. ed on such cl m, dispute or other matter in question wo d be Sarre • by the applicable statute of limitations. 1.3 The award rendered by the arbitrators shall be fin 1, I • judgment may be entered upon it in accordance wit plicable law in any court having iurisdiction thereof. ARTICLE 10 TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 10.2 This Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of termination not the fault of the Ar- chitect, the Architect shall be compensated for all services performed to termination dale, together with Reimburs- able Expenses then due and all Termination Expenses as defined in Paragraph 10.4. 8 8141 -1977 10.4 Termination Expenses include expenses directly at- tributable to termination for which the Architect is not otherwise compensated, Plus an amount computed as a percentage of the total Basic and Additional Compensa- tion earned to the time of termination, as follows: - .1 20 percent if termination occurs during the Sche- matic Design Phase; or .2 10 percent if termination occurs during the Design Development Phase; or .3 5 percent if termination occurs during any subse- quent phase. - ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shall have the same mean- ing as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. • 11.3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the rele- vant Date of Substantial Completion of the Work, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. 11.4 The Owner and the Architect waive all rights against each other and against the contractors, consult- ants, agents and employees of the other for damages cov- ered by any property insurance during construction as set forth in the edition of AIA Document A201, General Con- ditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractors, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS 12.1 The Owner and the 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 representa- tives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agree- ments, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. AIA 5OCUMCNT 1111 • OIVN(R.ARCIIITCCT AC:RrI MINI • 181117111 7.111 10111019 • IIIIY 1 • AIA•• • 01977 111( ■■11RICAN INSIIIUII 01 ARCIIITICIS, 1719 NEW Yt 1KA A \•I NUI, N 55' \YA \111Nt.lov 15 t Y•rx, ARTICLE 14 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 14.1 AN INITIAL PAYMENT of Z ero dollars (S 0 ) shall be made upon execution of this Agreement and credited to the Owner's account as follows: 14.2 BASIC COMPENSATION $26,815.00 (not to exceed w /exceptions 14.7.1, Articles 1 & 5) 14.Z1 FOR BASIC SERVICES, as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: ! tnren basis or compensation- including fixed amounts, multiple) or percentage% and identify Phases to which particular methods ol compensa- tion apply, i1 necessary., Fixed fee amount based on the defined scope. 1. The following additional services are to be included in the basic services provided by the Architect. a. Soil Engineering comprising of three soils borings. Any additional boring requirements will be at an extra cost to be charged to the Owner. Architect does not warrant results or accuracy of soil borings as provided by consultants. b. Survey and detention based on a site up to and no larger than one hundred and fifty feet by one hundred and fifty feet or the equivalent area. c. As built.drawings. The Architect must be notified in writing of any changes during the construction process. d. The consultanting firths will be selected by the Architects. 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 6.1.2, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: (Include any additional Phases as appropriate 1 Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Fifteen percent Fifteen percent forty five percent five percent twenty percent 14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.6, Compensation shall • be computed separately in accordance with Subparagraph 1.6.2. AIA DOCUMENT 11141 • OWNER.ARClIITECT AORT(MCNT • THIRTEENTH COITION • IUEY 1977 • AIAO • O 1977 THE AMERICAN INSTITUTE Or ARCHITECTS. 1735 NEW YORK AVENUE. N.W.. WASHINGTON, D.C. 20036 percent (15 %) percent (15 %) percent (45 70 percent ( 05 %) percent ( 20 %) 8141 -1977 1 14.4 COMI'ENSAIION fOR ADDII IONAI SI.RVICI S 14.4.1 FOR ADDITIONAL SERVICES Of JI IL ARCI111 °C1, .n described sit Paragraph 1.7, and any other Services in- cluded m Article 15 as pan of Additional Services, but 'xeludulg Additional Service's of consuhanls, Compen- sation shall be computed as follows: (see paragraph 1.7) . Mete motet Imo of I rntlwlrnx rat's andhrr nrulufde. of INett l'rn,n,nnl I wrote t,,, I'rnuquh and en,ploy + nd ,deriolt 1 . +nd •holy rmployeet, r1 required Menhir 'perdu. trrvheet In which parittulat method, of compensation apply, rl nerrnary 1 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1.7.21 or identified in Article 15 as part of Addi- tional Services, a multiple of ! One point zero ( 1.0 1 times the amounts billed to the Architect for such serslices. (see para. 1.7) (Identify weak types of consultant( In Article 15, c ,equlted 14.5 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reim- bursable Expenses; a multiple of One point zero ( 1.0 1 times the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. (see Article 5) 14.6 Payments due the Architect and unpaid under this Agreement shall bear interest from the date.payment is due at the rate entered below, or in the absence thereof, at the legal rate prevailing at the principal place of business of the Architect. 1.5% per month •here insert any ear n1 mlereu agreed upon . 1 abut,. lbw and requrremenu under the ledetal both to Cend s n u hg Act, ub. date and 10,11 ,1, law, and oche, tegulabnn. , do own • nd A principal pfaceb of bowie", the lnunpn of the htgeri and elsewhere m +(lrrc the .and.ry of dot Nn ,, n.. cprr,he legal „k,Ce thoohl he obtained with tepee, to ,lelrr.nn mml,,ca„nn, or ocher enAsrosments ,Cl, u as ...town dorin,uret nr 14.7 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.7.1 11 THC SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. 14.7.2 IF THE SERVICES covered by this Agreement have not been completed within nine (time relative to "desig" t bru "Construction doe n a 19) coo t is n 1 le date tereo , Through no a u 1'T 1 171' p A rc a ec , the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. AIA uocumcN( !MI • OWNER ARCIIIICC7 AG:RI I AICNI • 111101104111 70111061 • 1010 1'1.`7 • AIM. • 4) 197? 10 6141 - 1977 1111 AMERICAN IN51117171 01 AI1CIIIICC/S, 1775 NEW 0011. AVI NUT, NSV, SVASIIINI,Ic1N 11 C '71750. ARTICLE 15 OTHER CONDITIONS OR SERVICES 1, The cost for reuse of the drawings is $9,310.00 per reuse of the drawings and pertains to Architectural, Structural, and M.E.P. documents only (to 'within 10 feet (10') of building perimeter). 2: The cost for site development and construction contract administration in a reuse option is as enumerated below. This'cost is subject to change and is based on three month time constraint for soils engineering survey and detention and six months' for the other' itelas. • Reuse ' $ 9,$10.00. Site Development 10,125.00 Contract Administration 4;250:00 TOTAL COST $23,685.00 E AIA DOCUMENT 5111 • OWNER•ARCNITECT AGRCEMLNT • 111IRILLNTI1 EDITION • IULY 1977 • AIM) • © 1977 111E AMERICAN INSTIIUIC Or ARCNITEC15, 1735 NLW YORK AVENUE, NAY.. WASHINGTON, D.C. 20006 B141 -1977 11 This Agreement entered into as of the day and year first written above. OW City of Round Rock 214 E. Main Street P. 0. Box 294 ARCHITECT M. Faulk and Associates, Architects Round Rock, Texas 78664 Round Rock TeD 78680 BY 1 • L AIA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT • THIRTEENTH EDITION • IULY 1977 • AIA • ©1977 12 8141 -1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 C