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R-88-1087 - 2/25/1988Mayor Mike Robinson Mayor Pro -tem Trudy L. Lee Council Members Mike Heiligenstein Glenn T. King Pete Correa Ronnie Jean Charles Culpepper City Manager Robert L. Bennett, Jr. City Attorney Stephan L. Sheets enc. Dear Bo: THE CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 512- 255 -3612 Mr. Bo Spencer Gill Spencer Powell Architects P.O. Box 217 Round Rock, Texas 78680 -0217 March 10, 1988 Attached please find your executed copy of the proposal regarding the exterior renovation and face lift of the Old City Hall Annex Building. City Staff looks forward to working with you on this project. Sincerely, Joanne Land City Secretary February 23, 1988 Mr. Bob Bennett City Manager City of Round Rock 221 East Main St. Round Rock, Tx. 78664 Dear Sir: This shall serve as written confirmation and record of a CREDIT MEMO which is being issued by GSP Architects to the City of Round Rock in the amount of Three thousand five hundred and six dollars and 25/100's ( $3,506.25). This credit shall become valid upon execution of the contract be- tween GSP Architects and The City of Round Rock for architectural services relative to the exterior facelift of the premises known as "City Hall Annex" dated Febraury 1, 1988. The credit will be executed against the total aggrgate fee out- lined in the above referenced contract which is equal to Eight thousand two hundred fifty dollars and 00/100's,( $8,250.00). Sincere Bayard ( "Bo ") Spencer III GILL SPENCER POWELL P.0 80X 217 ARCHITECTS, AIA ROUND ROCK, TEXAS 78664 512 -255 -7852 GILL SPENCER POWELL ARCHITECTS P.O. BOX 217 ROUND ROCK, TEXAS 78664 N. Mr. Bob Bennett City Manager City of Round Rock 221 East Main St. Round Rock, Tx. 78664 RESOLUTION NO. / Od 'K WHEREAS, architectural services are necessary for the exterior renovation of the City Hall Annex for the City of Round Rock, and WHEREAS, the architectural firm of GSP Architects has submitted an agreement to provide the needed architectural services, 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 of the City of Round Rock, Texas, is hereby authorized and directed to execute on behalf of the City, an agreement submitted by GSP Architects, a copy of such agreement being attached hereto and incorporated herein for all purposes. RESOLVED this 25th day of February, 1988. ATTEST: J ANNE LAND, City Secretary C2ORESARCHI • MIKE ROBINSON, Mayor City of Round Rock rr H E A M E R 1 C A N AGREEMENT BETWEEN the Owner: (Name and address) and the Architect: (Name and address) I N S T I T U T E O F A R C H I T E C T S AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. made as of the firs t clay of February in the year of Nineteen Hundred and Eighty -eight City of Round Rock 221 East Main St. Round Rock, Tx 78664 GSP Architects P.O. Box 217 Round Rock, Tx 78680 For the following Project: (include detailed description of Project, location, address and scope.) Completion of previously suspended work for the exterior renovation and face lift for the structure known as "Round Rode City Hall Annex" located on Main Street in downtown Round Rock, Texas. Work will consist of adding a stone and plaster facade and revising the main entrance configuration. Minor demolition work will be involved for existing canopies. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967 1970, 1974, 1977 ©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal plosecutlon. AIA DOCUMENT 8141 • OWNER.ARCIIITECT AGREEMENT • FOURTEENTH EDITION • AIA • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141 -1987 1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT • ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECTS SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated In Articles 2 and 3 of this Agreement and any other services Included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously 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 may be adjusted as the Project proceeds, and shall Include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services Identified in Article 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2. . The Architect shall review the program furnished by e Owne to ascertain the requirements of the Protect an all arrive at . utuai understanding of such requirements th the Owner. 2.2.2 The Archt t shall provide a prelimin. • • evaluation of the Owner's pr •: • schedule and c. struction budget requirements, each in - ms of the oche subject to the limita- tions set forth in Subpara y aph 5.2.1 2.2.3 The Architect shall rev approaches to design and co 2.2.4 Based on the m and construction b prepare, for appr ments consist! the scale an 2.3.1 Based on with the Owner alternative Lion of the Project. ly agreed - program, schedule t requirement , the Architect shall by the Owner, Sch tic Design Docu- of drawings and other docu nts illustrating elationship of Project components. 2.2.5 • e Architect shall submit to the Owner a pr inary est e of Construction Cost based on current area, vol u or o -' r unit costs. REFER TO MISCELLANEOUS CONDITIONS c Design Documents a. ustments authorized by the Own . • .,: ram, AM DOCUMENT D141 • OWNER - ARCIIITECT AGREEMENT • FOURTEENTH EDITION • AIA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WA SHINGTON, D.C. 20006 edule or construction budget, the Architect shall preps for a - al by the Owner, Design Development 1. • -. rents consisting o • , ngs and other documents • ' and describe the size and characte the Projec . architectural, struc- tural, mechanical and elect s stems, materials and such other elements as appropri 2.3.2 rchitect shall advise the Owner of an stments to re preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu• ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifica- tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. 2.4.4 The Architect shall 'assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the Issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work, unless extended under the terms of Subparagraph 10.3.3. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and In the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided In this Agreement. 2.8.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. D141 -1987 2 2.8.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor Is due, and (2) as an Additional Ser- vke at the Owner's direction from time to time during the cor- rection period described In the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided In this Agreement unless otherwise modified by written instrument. • 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect In writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed In a man- lier Indicating that the Work when completed will be in accor- dance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site Inspections to check the quality or quantity of the Work. On the basis of on -site observations 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. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 3.2.) 2.8.8 The Architect shall not have control over 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, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work In accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employees, or of any other persons performing•portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever It is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- cially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Archi- tect's consultants shall be through the Architect. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 2.8.10 The Architect's certification for payment shall consti- tute a representation to the Owner, based on the Architect's observations at the site as provided In Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Pay- ment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is In accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- tract Documents correctable prior to completion and to spe- cific qualifications expressed by the Architect. The Issuance of a Certificate for Payment shall further constitute a representation that the Contractor Is entitled to payment In the amount certi- fied. However, the Issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaus- tive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction.means, meth- ods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material sup- pliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementa- tion of the Intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work In accordance with the provisions of the Contract Docu- ments, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exer- cise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other per- sons performing portions of the Work. 2.8.12 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay In the Work or In the con - struction of the Owner or of separate contractors, while allow- ing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not con- ducted for the purpose of determining the accuracy and com- pleteness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not Indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equip- ment will meet the performance criteria required by the Con- tract Documents. 2.6.13 The Architect shall prepare Change Orders and Con- struction Change Directives, with supporting documentation and data If deemed necessary by the Architect as provided In Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution In accordance with the Contract Documents, and may authorize 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. 2.8.14 The Architect shall conduct Inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents and assem- bled by the Contractor, and shall issue a final Certificate for Pay- ment upon compliance with the requirements of the Contract Documents. AIA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • 0t1987 3 8141 -1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 2.8.15 The Architect shall Interpret and decide matters con- cerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the Intent of and reasonably inferable from the Contract Documents and shall be In writing or in the form of drawings. When making such interpretations and Initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of Interpretations or decisions so rendered In good faith. 2.8.17 The Architect's decisions on matters relating to aesthe- tic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters In ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract Documents. 2.6.19 The Architect's decisions on claims, disputes or other matters, Including those In question between the Owner and Contractor, except for those relating to aesthetic effect as pro- vided in Subparagraph 2.6.17, shall be subject to arbitration as provided in this Agreement and In the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES .5 3.1 GENERAL 3.1.1 The services described In this Article 3 are not Included in Basic Services unless so Identified In Article 12, and they shall be paid for by the Owner as provided In this Agreement, In addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed In writing by the Owner. If services described under Contingent Additional Services fn Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to com- mencing services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi- tional Services are not required, the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than Is described In Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carry- ing out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The dudes, responsibilities and limitations of authority of Project Representatives shall be as described In the edition of AIA Document 13352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions In Drawings, Specifications or other documents when such revisions are: .1 inconsistent with approvals or Instructions previously given by the Owner, Including revisions made neces- sary by adjustments In the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, qual. ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services In connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur- nishing services required -in connection with the replacement of such Work. 3.3.8 Providing services made necessary by the default of the Contractor, 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. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others In connection with the Work. 3.3.8 Providing services In connection with a public (tearing, arbitration proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services In connection with bidding, negotia- tion or construction prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and program- ming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prospective sites. AIA DOCUMENT 8141 • OWNER ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA. • ®1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141 -1987 4 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to Investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other Information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi• nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services In connection with the work of a con- struction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing Interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations,, inventories of materials or equip- ment, or valuations and detailed appraisals of existing facWties. 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in tie Work made during construction based on marked -up prints, drawings and other data furnished •. by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after Issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 3.4.19 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and cri- teria, Including space requirements and relationships, flexi- bility, expandability, special equipment, systems and site requirements. 5 8141 -1987 ARTICLE 4 OWNER'S RESPONSIBILITIES 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's oilier costs and reasonable contingencies related to all of these costs. ted by the Architect, the Owner shal a a en made to fulfill the dente that (Inane at ons under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions In a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legtl description of the site. The surveys and legal information shall include, as applicable, grades and Tines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restric- tions, boundaries and contours of the site; locations, dimen- sions and necessary data pertaining to existing buildings, other Improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including Inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis- tivity tests, Including necessary operations for anticipating sub- soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consul- tants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, Inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, Including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, Information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect If the Owner becomes aware of any fault or defect In the Project or nonconformance with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifica- tions that would require knowledge or services beyond the scope of this Agreement. MA DOCUMENT B141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W., WASHINGTON, D.C. 20006 ■ ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Owner of all elements of the Protect designed or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tractor's overhead and profit. In addition, a reasonable allow- ance (or contingencies shall be Included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights- of-way, financing or other costs which are the respon- sibility of the Owner as provided In Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Protect budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction Industry. It is recognized, however, that nei- ther the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining 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 Owner's Project budget or from any estimate of Construction Cost r err evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, com- ponent systems and types of construction are to be included In the Contract 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. Fixed Limits, flatly, shall be increased In the amount of an Increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction Industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; AIA DOCUMENT 8141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • ®1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1739 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 .3 If the Protect Is abandoned, terminate in accordance' with Paragraph 8.3; or .4 cooperate in revising the Protect scope and quality as required to t'educe the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase Is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents pre- pared by the Architect for this Project are Instruments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, Including the copyright. The Owner shall be permitted to retain copies, Including repro- ducible copies, of the Architect's Drawings, Specifications and other documents for information and reference In connection with the Owner's use and occupancy of the Project. The Archi- tect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect Is adjudged to be in default under this Agreement, except by agreement In writing and with appropriate compen- sation to the Architect. 5.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication In deroga. Lion of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agree- ment or breach thereof shall be subject to and decided by arbi- tration In accordance with the Construction Industry Arbitra- tion Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. 7.2 Demand for arbitration shall be Ned In "writing with the other party to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall be made within a reasonable thne after the claim, dispute or other matter In question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter In question would be barred by the applicable statutes of limitations. 7.3 No arbitration arising out of or relating to this Agreement shall include, by consolidation, Joinder or In any other manner, an additional person or entity not a party to this Agreement, 8141 -1967 6 except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be Joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter In question not described in the written consent or with a person or entity not named or described therein. The foregoing agree- ment to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable In accordance with applicable law In any court having Jurisdiction thereof. 7.4 The award rendered by the arbitrator or arbitrators shall be final, and Judgment may be entered upon It in accordance with applicable law In any court having Jurisdiction thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform In accordance with the terms of this Agreement through no fault of the party initiating the terminatlon. 8.2 If the Project Is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- tably adjusted to provide for expenses Incurred In the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect In the event that the Project Is perrpanently abandoned. If the Project Is abandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving written notice. 8.4 Failure of the Owner to make payments to the Architect In accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 8.5 If the Owner fails to make payment when due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance ofser- vices under this Agreement. Unless payment in full Is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are directly attributable to termination. Termination Expenses shall be computed as a percentage of the total compensation for Basic Services and Additional Services earned to the time of ter- mination, as follows: .1 Twenty percent of the total compensation for Bask and Additional Services earned to date If termination occurs before or during the predeslgn, site analysts, or Schematic Design Phases; or 7 0141 -1987 .2 Ten percent of the total compensation for Basic and Additional Services earned to date if terminItlon occurs during the Design Development Phase; or .3 Five percent of the total compensation for Basic and Additional Services earned to date if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. 9.2 Terms In this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. 9.3 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 com- mence to run not later than either the date of Substantial Com- pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the Mal Certificate for Payment for acts or failures to act occurring after Substantial Completion. 9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent cov- ered by property Insurance during construction, 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, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, succes- sors, 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 con- sent of the other. 9.6 This Agreement represents the entire and Integrated agree- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may be amended only by written Instrument signed by both Owner and Architect. 9.7 Nothing contained In this Agreement shall create a contrac- tual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 Unless otherwise provided In this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or expo- sure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 9.9 The Architect shall have the right to include representa- tions of the design of the Project, Including photographs of the exterior and Interior, among the Architect's promotional and professional materials. The Architect's materials shall not Include the Owner's confidential or proprietary information If the Owner has previously advised the Architect In writing of AIA DOCUMENT 8141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA' • 01997 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORKAVENUE, N.W., WASHINGTON, D.C. 20006 the specific Information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and Additional Services and include expenses Incurred by the Architect and Architect's employees and con- sultants In the Interest of the Project, as identified In the follow- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out -of -town travel; Tong- distance communications; and fees paid for secur- ing approval of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of renderings, models and mock -ups requested by the Owner. 10.2.1.5 Expense of additional insurance coverage or limits, Including professional liability Insurance, requested by the Owner In excess of that normally carried by the Architect and Architect's consultants. 10.2.1.6 Expense of computer -aided design and drafting equipment time when used in connection with the Project. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of —0— Dollars (1 shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services Included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, Including stipulated sums, multiples or percentages, and Identify pbasrs to mblcb particular metbods of compensation apply, fif necessary.) Eight thousand two hundred fifty dollars and no cents ($8,250.00) AIA DOCUMENT 8141 • OWNER. ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • ®1987 TIIE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.20006 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES • 10.3.1 An Initial payment as set forth in Paragraph 11.1 Is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the basis set forth In Subparagraph 11.2.2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are per- formed on those portions, In accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona Ede bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or expenses Incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 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 avail- able to the Owner or the Owner's authorized representative at mutually convenient times. B141 -1987 8 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services In each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional pbases as appropriate) Xix.bemnaiclrarlgtiRbout Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: $ 1,650.00 2,887.50 206.25 3,506.25 Principals $85 /hr Project Architect $60 /hr Draftsperson $40 /hr Clerical $25 /hr same as above 9 8141 -1987 xpzxamgxxat) twenty percent( 20 %) thirty -five percent ( 35 %) two and one -half percent( 21 %) forty -two & one -half percent 421 %) one hundred percent (100 %) Total Basic Compensation: $ 8,250.00 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described In Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services Included In Article 12 as part of Additional Services, but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert basis of compensation, Including rates and/or multiples of Direct Personnel Expense for Principals and erhpl oyees, and identify Principals and classify employees, if required. Identify specific services to seblcb particular methods of compensation apply, ((necessary.) 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, Including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or Identified In Article 12 as part of Additional Services, a multiple of oneiand +.two tenths( 1.2 1 times the amounts baled to the Architect for such services. (Identify specific types of consultants in Artlde 12, if required) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other Items Included in Article 12 as Reimbursable Expenses, a multiple of one and two tenths (1.2 ) times the expenses incurred by the Architect, the Architect's employees and consultants in the Interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within ( ) months of the date hereof, through no fault of the Architect, extension of the Architect's servces beyond that ttme shall be compensated as provided In Subparagraphs 10.3.3 and 11.3.2. • 11.5.2 Payments are due and payable ten dams ( 10 ) days from the date of the Architect's Invoke. Amounts unpaid t17i ( 0 ) days after the Invoice date shall bear Interest at the rate entered below, or In the absence thereof at — de legal rate prevailing from time to time at the principal place of business of the Architect. (insert rale of interest agreed upon) twelve per Act, per annum (Usury d principal lace o business tbeI Federal b Lending oei ono thePro Project and elsembere may and affect � consumer a credit bls provision. � other regulations advice should i be obtained with respect to deletions or modiicntmns, and also reegarding requirements such as may uMtten disclosures or waivers.) Specific legal AIA DOCUMENT ®l41 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA' • 51987 TIIE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W , WASIIINGTON, D.C. 20006 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted In accordance with normal salary review practices of the Architect. (burrs descriptions of other semlces, identify Additional Services included within Basic Compensation and modifrcations to :be payment and compensation terns Included In ibis Agreement) 1. Architectural professional liability for errors and omissions shall not exceed the amount of the contract. However, in no event shall the Architect's liability for negligence be limited. 2. Special attention is drawn to Article 3, Section 3.2, 3.3, and 3.4 and Article 10 in it's entirety for clarity of items not included in this contract. 3. Architects participation in probable cost estimate will be done to the best of his ability, but in no way canthese costs be considered guaranteed to be more accurate than plus or minus 15% of contractors bid. 4. Delete from Article 4 paragraph 4.5 in its entirety and substi- tute: "The Owner shall not be required to provide any surveys except those requested by the Architect in writing. 5. Delete from Article 4 paragraph 4.6 in its entirety and substi- tute: "The Owner shall furnish the services of a geotechnical engineer only if such services are requested and required by the Architect and such request is made in writing. 6. Delete from Article 4 paragraph 4.6.1 in its entirety and sub- stitute the following: "No mech'ical or elctrical engineering consulting services are anticipated as requirements of this job and are therfore not included in the Architect's fee. Some structural engineering services may be required and they shall be charged as an additional service but in no event shall these ., charges exceed seven hundred dollars ( $700.00) unless approved by the Owner in writing. 7. Delete Article 7 in its entirety. This Agreement entered into as of the day and year first written above. OWNER (Srgnalore) City of Round Rock MIKE 106/ MI CC (Printed name and title) ARTICLE 12 OTHER CONDITIONS OR SERVICES ARCHITECT MA DOCUMENT 8141 • OWNER.ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA° • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 � (Srgnature) GSP Architects Bayard M. Spencer, III, Principal (Printed name and title) B141 -1987 10 DATE: February 22, 1988 SUBJECT: Council Agenda, February 25, 1988 ITEM: 13A. Consider a resolution authorizing the Mayor to enter into a contract with Gill Spencer Powell for architectural services. STAFF RESOURCE PERSON: Sam Huey This contract is for work to be performed in the City Hall Annex Renovation to a Civic Center type of facility. Funds for this contract will be paid from the hotel /motel tax receipts set aside for the Civic Center project.